20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ____________________________________________________________

Form 20-F

___________________________________________________________

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-31909

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter) 

Bermuda

(Jurisdiction of incorporation or organization) 

141 Front Street, Hamilton, HM19, Bermuda

(Address of principal executive offices) 

Mark Cloutier

Executive Chairman and Chief Executive Officer

141 Front Street, Hamilton, HM19, Bermuda Telephone: +1 441-295-8201, Email: mark.cloutier@aspen.co

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares	AHL PRC	New York Stock Exchange
5.625% Perpetual Non-Cumulative Preference Shares	AHL PRD	New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 5.625% Perpetual Non-Cumulative Preference Shares	AHL PRE	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 60,395,839 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐   No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes  ☐   No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐   No  ☒

ASPEN INSURANCE HOLDINGS LIMITED

FORM 20-F

TABLE OF CONTENTS

		Page
Explanatory Note		2
PART I
Item 1.	Identity of Directors, Senior Management and Advisors	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	40
Item 4A.	Unresolved Staff Comments	76
Item 5.	Operating and Financial Review and Prospects	77
Item 6.	Directors, Senior Management and Employees	115
Item 7.	Major Shareholders and Related Party Transactions	121
Item 8.	Financial Information	121
Item 9.	The Offer and Listing	122
Item 10.	Additional Information	122
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	133
Item 12.	Description of Securities Other than Equity Securities	134
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	135
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	135
Item 15.	Controls and Procedures	135
Item 16A.	Audit Committee Financial Expert	137
Item 16B.	Code of Conduct	137
Item 16C.	Principal Accountant Fees and Services	137
Item 16D.	Exemptions from the Listing Standards for Audit Committees	137
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	137
Item 16F.	Change in Registrant’s Certifying Account	137
Item 16G.	Corporate Governance	138
Item 16H.	Mine Safety Disclosure	138
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	138
Item 16J.	Insider Trading Policies	138
Item 16K.	Cybersecurity	138
PART III
Item 17.	Financial Statements	140
Item 18.	Financial Statements	F-1
Item 19.	Exhibits	i

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EXPLANATORY NOTE

References in this Annual Report on Form 20-F (this “report”) to the “Company,” “Aspen,” the “Aspen Group,” “we,” “us” or “our” refer to Aspen Insurance Holdings Limited (“Aspen Holdings”) or Aspen Holdings and its consolidated subsidiaries, as the context requires. Our principal operating subsidiaries are: Aspen Bermuda Limited (“Aspen Bermuda”), Aspen Specialty Insurance Company (“Aspen Specialty”), Aspen American Insurance Company (“AAIC”), Aspen Insurance UK Limited (“Aspen UK”) and Aspen Underwriting Limited (“AUL”) (as corporate member of our Lloyd’s operations, Lloyd’s Syndicate 4711, which are managed by Aspen Managing Agency Limited (“AMAL”) (together, “Aspen Lloyd’s”)), each referred to herein as an “Operating Subsidiary” and collectively referred to as the “Operating Subsidiaries”. References to “Aspen Capital Markets” or “ACM” means our products offered to third-party investors that participate in alternative reinsurance markets, including through Peregrine Reinsurance Ltd (“Peregrine”), and related management entities, including Aspen Capital Management, Ltd. (“ACML”). ACM forms part of the Aspen Capital Partners (“ACP”) offering, which also sources and services capital from the traditional reinsurance markets, to support our business segments.

We manage our underwriting operations as two distinct business segments, insurance and reinsurance. References in this report to our “Insurance segment” or “Aspen Insurance” refer to our insurance segment and references to the “Reinsurance segment” or “Aspen Re” refer to our reinsurance segment.

Under Bermuda law there is no concept of “outstanding” share capital, however, to align with U.S. share capital terminology and for the avoidance of doubt, references to “outstanding” with respect to our share capital refer to our “issued” share capital under Bermuda law.

References in this report to “U.S. Dollars,” “dollars,” “$” or “¢” are to the lawful currency of the United States of America, references to “British Pounds,” “pounds,” “GBP” or “£” are to the lawful currency of the United Kingdom (sometimes referred to herein as the “U.K.”) and references to “euros” or “€” are to the lawful currency adopted by certain member states of the European Union (the “E.U.”), unless the context otherwise requires.

Since February 2019, the Company has been a wholly-owned subsidiary of Highlands Bermuda Holdco, Ltd. (“Parent”), which holds all of the Company’s ordinary shares. Parent, a Bermuda exempted company, is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., a leading global investment manager (collectively with its subsidiaries, “Apollo”). The Company’s preference shares and depositary shares are listed on the New York Stock Exchange (“NYSE”) under the following symbols: AHL PRC, AHL PRD and AHL PRE.

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PART I

Item 1.        Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2.        Offer Statistics and Expected Timetable

Not applicable.

Item 3.        Key Information

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds    

Not applicable.

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D. Risk Factors

You should carefully consider the following risk factors and all other information set forth in this report, including our consolidated financial statements and the notes thereto. Any of the risks described below could materially and adversely affect our business, operating results or financial condition. The risk factors described below could also cause our actual results to differ materially from those in the forward-looking and other statements contained in this report and other documents that we file with the U.S. Securities and Exchange Commission (“SEC”). The risks and uncertainties described below are not the only ones we face. However, these are the risks we believe to be material as of the date of this report. Additional risks not presently known to us or that we currently deem immaterial may also impair our future business, financial condition or operating results.

Introduction

As with any company which may have certain or all of its securities listed and publicly traded, investing in our preference shares and other securities carries risks. Our risk management strategy is designed to identify, measure, monitor and manage material risks which could adversely affect our financial condition and operating results. We have invested significant resources to develop and maintain appropriate risk management policies and procedures to implement this strategy. Nonetheless, the future business environment is intrinsically uncertain and difficult to forecast and, as a result, our risk management methods may not be successful. For more information on our risk management strategy, refer to Item 4, “Business Overview - Risk Management - Risk Management Strategy.”

Risks Related to Our Business

(Re)insurance Risks

We may be adversely affected by the occurrence of natural disasters and other catastrophe events, as well as outbreaks of pandemic or contagious diseases, and we could face unanticipated losses from war, terrorism and political unrest, government action that is hostile to commercial interests and from sovereign, sub-sovereign and corporate defaults. These or other unanticipated losses could have a material adverse effect on our financial condition or operating results.

As part of our insurance and reinsurance operations, we assume substantial exposure to losses resulting from weather-related natural catastrophes, other natural disasters and other catastrophe events. Catastrophes can be caused by various unpredictable events, including, but not limited to, tropical storms, cyclones, hurricanes, winter storms, tornadoes, hailstorms, floods, wildfires, drought, pandemic or contagious disease, volcanic eruptions, earthquakes and tsunamis. For the period covered by this report, the Company experienced exposure to Hurricane Idalia, wildfires in Hawaii, the earthquake in Morocco, Cyclone Gabrielle and other weather-related events.

Catastrophes can also be man-made such as acts of war, acts of terrorism and other intentionally destructive acts, including those involving nuclear, biological, chemical or radiological events, cyber-attacks, explosions, infrastructure failures and losses resulting from political instability, government action that is hostile to commercial interests and sovereign, sub-sovereign and corporate defaults. For example, we have experienced exposure to the Russia/Ukraine war. In addition, though the current and ongoing conflict in Israel and Gaza has not materially impacted our business to date, it, or a similar conflict in the future, has the potential to escalate into an event which could impact our cash flows and results of operations, as well as the insurance and reinsurance industry generally.

Terrorist events could generate greater interest in political violence insurance coverage and greater awareness of the risks multinational corporations face in conflict-prone regions. We closely monitor the amount and types of coverage we provide for terrorism risk under insurance policies and reinsurance treaties. Even in cases where we have deliberately sought to exclude such coverage, there can be no assurance that a court or arbitration panel will interpret policy language or issue a ruling favorable to us. Accordingly, we may not be able to eliminate our exposure to terrorist events and there remains a risk that our reserves will not be adequate to cover such losses should they materialize. Notably, the Terrorism Risk Insurance Program Reauthorization Act of 2019 (the “TRIA Reauthorization”) does not provide coverage for reinsurance losses. In addition, we have limited terrorism coverage for exposure to catastrophe losses related to acts of terrorism in the reinsurance that we purchase. Although the TRIA Reauthorization provides benefits in the event of certain acts of terrorism occurring in the United States, those benefits are subject to a deductible and other limitations.

Our credit and political risk insurance line of business protects insureds with interests in foreign jurisdictions in the event governmental action prevents them from exercising their contractual rights and may also protect their assets against physical damage perils. The insurance provided may include cover for loss arising from expropriation, forced abandonment, license

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cancellation, trade embargo, contract frustration, non-payment, war on land or political violence (including terrorism, revolution, insurrection and civil unrest).

Our credit and political risk line of business also provides non-payment coverage on specific loan obligations. We insure sovereign non-payment and corporate non-payment as a result of commercial as well as political risk events. The vast majority of the corporate non-payment credit insurance provided is for single-named illiquid risks, primarily in the form of senior bank loans that can be individually analyzed and underwritten. We also aim to avoid terms in our credit insurance contracts which introduce liquidity risk, most notably, in the form of a collateralization requirement upon a ratings downgrade. We also attempt to manage our exposure, by among other things, setting credit limits by country, region, industry and individual counterparty and regularly reviewing our aggregate exposures. However, due to globalization, political instability in one region can spread to other regions. Geopolitical uncertainty regarding a variety of domestic and international matters, such as the U.S. political and regulatory environment, could lead to the potential default by one or more European sovereign debt issuers.

The incidence, severity and magnitude of catastrophes are inherently unpredictable and our losses from such catastrophes have been and can be substantial, and it may be difficult to estimate the amount of loss such an occurrence may generate. In addition, we expect that increases in the values and concentrations of insured property will increase the severity of such occurrences in the future and that global climate change may increase the frequency and severity of severe weather events, wildfires and flooding. Similarly, changes in global political and economic conditions may increase both the frequency and severity of man-made catastrophe events in the future.

Although we attempt to manage our exposure, including the accumulation of risk exposures, to such events through a multitude of approaches (including geographic diversification, geographic limits, individual policy limits, exclusions or limitations from coverage, purchase of reinsurance, expansion of supportive collateralized capacity and adherence to Group-level risk tolerance criteria and key risk limits), the availability of these management tools may be dependent on market factors and, to the extent available, may not respond in the way that we expect. In addition, a single catastrophic event could affect multiple geographic zones or the frequency or severity of catastrophic events could exceed our estimates. As a result, the occurrence of one or more catastrophic events or an unusual frequency of smaller events has resulted in, and may in the future result in, substantial volatility in, and may materially adversely affect, our business, financial condition or operating results. For further details, please refer to Item 4, “Information on the Company - Business Overview - Risk Management.”

Aspen has material man-made and natural peril catastrophe risks in different areas which are all managed within strict risk limits. As of January 1, 2024, our top natural peril risk is California Earthquake, with modelled one in 100 year and one in 250 year occurrence net PML exposures of $165.5 million and $199.8 million, respectively. Other top natural peril accumulations include Florida and Southeast Windstorm, Texas and Gulf Windstorm, U.S. Northeast and Mid-Atlantic Windstorm, European Windstorm and Japan Windstorm and Earthquake.

Global climate change, as well as increasing laws, regulation and litigation in the area of climate change, may have an adverse effect on our results of operations, financial condition or liquidity.

There is widespread consensus in the scientific community that there is a long-term upward trend in global air and sea temperatures that, along with shifting demographic trends in catastrophe exposed regions, has increased the severity and frequency of severe weather events and other natural catastrophes, and is likely to further increase the average economic value of expected losses in the future. Rising sea levels are also expected to increase the risk of coastal flooding in many geographical areas. Extreme weather events can disrupt business continuity by negatively impacting our infrastructure, systems and processes including, but not limited to, outsourcing arrangements in geographical locations exposed to severe weather events.

A substantial portion of our property coverages may be adversely impacted by climate change. Large-scale climate change could also increase both the frequency and severity of natural catastrophes and our loss costs associated with property damage and business interruption due to storms, floods, wildfires and other weather-related events. In addition, global climate change could impair our ability to predict the costs associated with future weather events. We cannot predict with certainty the frequency or severity of hurricanes, tropical cyclones, wildfires or other natural catastrophes, and our risk assessments may not accurately reflect shifting environmental and climate related risks. Unanticipated factors could lead to additional insured losses that exceed our current estimates, resulting in disruptions to or adverse impacts on our business, the market, or our clients. Further, some of our investments, such as catastrophe-linked securities or other managed investment portfolios, could also be adversely impacted by climate change and may ultimately impact our asset-liability management practices.

While we have invested heavily and introduced procedures to understand the influence of climate change, such as scenario analysis and the ongoing review of assumptions in pricing models and risk selection, given the scientific

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uncertainty of predicting the effect of climate cycles and global climate change on the frequency and severity of natural catastrophes and the lack of adequate predictive tools, we may not be able to adequately model the associated exposures and potential losses in connection with such catastrophes, which could have a material adverse effect on our business, financial condition or operating results.

We may also be exposed to liability risks. Liability risks relate to losses or damages suffered by our insureds from physical or transition risks, such as losses stemming from climate-related litigation in liability lines. These risks could arise from management and boards of directors not fully considering or responding to the impacts of climate change, or not appropriately disclosing current and future risks.

In addition, global climate change could impair our ability to predict the costs associated with future weather events and could also give rise to new environmental liability claims in the energy, manufacturing and other industries we serve. For example, a single catastrophic event could affect multiple geographic zones in unprecedented ways or the frequency or severity of such events could exceed our estimates, driving loss costs higher than we could have predicted.

In addition to exposure to the physical risks of climate change, there are transition risks associated with climate change that could impact Aspen’s business and investment portfolio. Transition risks arise from the process of adjustment towards a low-carbon economy, including from the proliferation of governmental and regulatory scrutiny related to climate change and greenhouse gases and other factors, including international, federal, state, and local regulations, scrutiny, and enforcement and societal changes. A range of factors influence this adjustment, including climate-related developments in policy and regulation, the emergence of disruptive technology or business models, shifting sentiment and societal preferences, or evolving evidence, frameworks and legal interpretations. Climate change could also give rise to new environmental liability claims in the energy, manufacturing and other industries we serve, as those that have suffered losses seek compensation. In addition, the transition to a less polluting, greener economy could impact the value of our investments in impacted sectors, or demand for insurance in our casualty classes or energy exposed lines. Our investment assets could be affected by a market shift away from carbon-intensive industries or businesses, increased costs or fees associated with the production of greenhouse gases, and decreased profitability in sectors that produce or use carbon-based fuels. For example, a sudden change in investment conditions could constrain our available investment universe, such as a climate event that changes global interest rate conditions leading to a change in bond prices, or a change in credit spreads contributing to capital requirement increases. Additionally, a rapid technological change, such as the development of electric vehicles or renewable energy technology, may affect the value of financial assets in these sectors; and companies in the wider economy that fail to mitigate, adapt, or disclose the financial risks from climate change may be exposed to climate-related litigation, potentially leading to higher liability claims.

Additionally, demand and supply of insurance and reinsurance coverage could be negatively impacted to the extent that carbon-intensive businesses are impacted by this transition, and certain claims and losses related to those industries could increase, either of which could have a material negative effect on our business and results of operations.

More broadly, environmental, social and governance (“ESG”) and sustainability matters have become major topics that encompass a wide range of issues, including climate change and other environmental risks. We are subject to complex and changing laws, regulations and public policy debates relating to climate change which are difficult to predict and quantify and may have an adverse impact on our business. Changes in regulations relating to climate change or our own leadership decisions implemented as a result of assessing the impact of climate change on our business may result in an increase in the cost of doing business or a decrease in premiums. For further information, see this Item 3D, “Strategic Risks - Increasing scrutiny and evolving expectations from investors, customers, regulators, policymakers and other stakeholders regarding environmental, social and governance matters may adversely affect our reputation or otherwise adversely impact our business and results of operations.”

Moreover, concerns over the negative impacts of climate change have led and will continue to lead to new regulatory responses. New laws and regulations relating to ESG, sustainability and climate change are under consideration for monitoring and/or adoption, which may include specific disclosure requirements, restrictions, or obligations, including, but not limited to, underwriting and exposure data, and this may result in additional investments and implementation of new practices and reporting processes, all entailing additional compliance costs and risk. For example, the EU recently adopted the Corporate Sustainability Reporting Directive (“CSRD”) that will require disclosure of the risks and opportunities arising from social and environmental issues, and on the impact of companies’ activities on people and the environment. Additionally, in March 2023, the SEC adopted new rules requiring disclosure of material climate-related risks; activities to mitigate or adapt to such risks; board oversight of climate-related risks and management’s role in managing material climate-related risks; material climate-related targets or goals; greenhouse gas emissions and related attestation; and related financial impacts. These rules, and any future or similar requirements (including, by way of illustration, SB 253 the “Climate Corporate Data Accountability Act” in California may apply to certain of the Company’s U.S. operations, once it comes into formal effect), could significantly increase compliance burdens and associated regulatory costs and complexity

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as well as additional scrutiny of our goals and practices. In addition, refer to Item 4, “Information on the Company – Regulatory Matters – Bermuda – Management of Climate Change Risks” for information regarding the Bermuda Monetary Authority’s Guidance Note on Management of Climate Change Risks for Commercial Insurers. These emerging changes can vary by jurisdiction in the geographies in which we and our customers operate. While we have procedures to monitor regulatory change, such as the ongoing review of litigation and claims trends and monitoring of regulatory requirements in the jurisdictions in which we operate, it is not possible to predict the impact of such regulatory and legislative changes, and such changes may affect the way we conduct our business and manage our capital and risk profile, which in turn could affect our results of operations, financial condition and liquidity.

The effects of emerging claim and coverage issues in our business and social inflation are uncertain.

As industry practices and legislative, regulatory, judicial, socio-economic, financial, technological and other environmental conditions change, unexpected and unintended issues related to claims liabilities and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the frequency and severity of claims. Moreover, legislative, regulatory, judicial or social influences may impose new obligations on insurers or reinsurers in connection with climate change that extend coverage beyond the intended contractual obligations, or result in an increase in the frequency or severity of claims beyond expected levels, as described in Item 3D, “Risk Factors - Risks Related to Our Business —Global climate change, as well as increasing laws, regulation and litigation in the area of climate change, may have an adverse effect on our results of operations, financial condition or liquidity.”

In addition, increasing fraud and abuses at the primary claims level, as well as other forms of social inflation, including increased litigation, expanded theories of liability and rising settlement amounts and jury awards, have affected our reserving practices and loss exposures, and these trends may continue. In some instances, these changes may not become apparent until after we have issued insurance or reinsurance contracts that are affected by the changes. We regularly review the impact of these trends on loss reserves for notified claims to ensure our reserved position aligns to the latest information. In addition, actual losses may vary materially from the current estimate of losses based on a number of factors, as described elsewhere in these risk factors. As a result, the full extent of liability under our insurance or reinsurance contracts may not be known for many years after issuance.

Our results may fluctuate as a result of many factors, including cyclical changes in the reinsurance and insurance industries.

Historically, the performance of the property and casualty reinsurance and insurance industries has tended to fluctuate in cyclical periods of price competition and excess underwriting capacity, followed by periods of high premium rates and shortages of underwriting capacity. Although an individual reinsurance and insurance company’s performance is dependent on its own specific business characteristics, the profitability of most property and casualty reinsurance and insurance companies tends to follow this market cycle. Further, this cyclical market pattern can be more pronounced in the reinsurance market in which Aspen Re competes and in the excess and surplus market in which Aspen Insurance primarily competes than in the standard insurance market. In addition, compared with historical cyclical periods, a cycle of increased price competition and excess underwriting capacity may continue for a prolonged period of time as new and existing reinsurance and insurance market participants and products continue to enter the reinsurance and insurance markets. Unfavorable market conditions may affect the ability of our reinsurance and insurance subsidiaries to write business at rates they consider appropriate relative to the risk assumed. If we cannot write business at appropriate rates, our business would be significantly and adversely affected. We are currently in a hard market cycle that has impacted a number of lines of business that we write, and we cannot predict whether or for how long such market cycle will continue in the future. This hard market cycle has been supported by the increased frequency and severity of natural catastrophe events, inflation and geopolitical tensions. Our business may be significantly and adversely affected if these conditions do not persist.

When premium rates are high and there is a shortage of capacity in the standard insurance market, growth in the excess and surplus market can be significantly more rapid than growth in the standard insurance market. Similarly, when there is price competition and excess underwriting capacity in the standard insurance market, many customers that were previously driven into the excess and surplus market may return to the standard insurance market, exacerbating the effects of price competition.

Demand for reinsurance is influenced significantly by underwriting and investment results in both the standard insurance and the excess and surplus markets and market conditions. The supply of reinsurance is related to prevailing prices, the levels of insured losses and the levels of reinsurance industry surplus, among other factors. These in turn may fluctuate in response to changes in rates of return on investments being earned in the reinsurance industry. In addition, the supply of

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reinsurance is affected by a reinsurer’s confidence in its ability to accurately assess the probability of expected underwriting outcomes, particularly with respect to catastrophe losses.

Since cyclicality is due in large part to the collective actions of insurers and reinsurers, general economic conditions and the occurrence of unpredictable events, we cannot predict the timing or duration of changes in the market cycle. These cyclical patterns cause our revenues and net earnings to fluctuate, which could have a material adverse effect on our financial condition or operating results.

Our reinsurers may not reimburse us for claims on a timely basis, or at all, which may materially and adversely affect our business, results of operations and financial condition.

The reinsurance contracts that we enter into to help manage our risks require us to pay premiums to the reinsurance carriers who will in turn reimburse us for a portion of covered policy claims. In many cases, a reinsurer will be called upon to reimburse us for policy claims many years after we have paid reinsurance premiums to the reinsurer. Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us (the ceding insurer) of our primary liability to our policyholders. Our current reinsurance program is designed to limit our financial risk. However, our reinsurers may not pay claims we incur on a timely basis, or they may not pay some or any of these claims at all. For example, reinsurers may default in their financial obligations to us in the event of insolvency, insufficient liquidity, operational failure, political and/or regulatory prohibitions, fraud (including in relation to any collateral fraudulently provided), asserted defenses based on agreement wordings or the principle of utmost good faith, asserted deficiencies in the documentation of agreements or other reasons. Any disputes with reinsurers regarding coverage under reinsurance contracts could be time-consuming, costly and may not be resolved successfully. These risks could cause us to incur increased net losses, and, therefore, adversely affect our business, results of operations and financial condition.

A material proportion of our business relies on the assessment and pricing of individual risks by third parties.

We authorize managing general agents, general agents and other producers to write business on our behalf within underwriting authorities we prescribe. We rely on the underwriting controls of these agents and producers to write business within the underwriting authorities we provide. Although we monitor our underwriting on an ongoing basis, our monitoring efforts may not be adequate and our agents and producers may exceed their underwriting authorities or otherwise breach obligations owed to us. There is also the risk that we may be held responsible for obligations that arise from the acts or omissions of third parties if they are deemed to have acted on our behalf. In addition, our agents, producers, insureds or other third parties may commit fraud or otherwise breach their obligation to us. To the extent that our agents, producers, insureds or other third parties exceed their authorities, commit fraud or otherwise breach obligations owed to us, our operating results and financial condition may be materially adversely affected.

Our reliance on third-party assessment and pricing of individual risk extends to our reinsurance treaty business. Similar to other reinsurers, we do not separately evaluate each of the individual risks assumed under most reinsurance treaties. We are therefore largely dependent on the original underwriting decisions made by ceding companies. We are subject to the risk that the ceding companies may not have adequately evaluated the risks to be reinsured and that the premiums ceded to us may not adequately compensate us for the risks we assume and the losses we may incur. As a result of this reliance on ceding companies, our operating results and financial condition may be materially adversely affected.

The failure of any risk management and loss limitation methods we employ could have a material adverse effect on our financial condition and operating results.

We employ various risk management and loss limitation methods. We seek to manage our loss exposure by maintaining disciplined underwriting processes designed to guide the pricing, terms and acceptance of risk. These processes, which may include the use of pricing models, are intended to ensure that premiums received are sufficient to cover the expected levels of attritional losses and a contribution to the cost of catastrophes and large losses, where necessary. We also seek to mitigate our loss exposure by writing a number of our insurance and reinsurance contracts on an excess of loss basis, such that we only pay losses that exceed a specified retention. We also seek to limit certain risks, such as catastrophes and political risks, by geographic diversification. Geographic zone limitations involve significant underwriting judgments, including the determination of zone boundaries and the allocation of policy limits to zones. In the case of proportional (also known as pro rata) property reinsurance treaties, we often seek per occurrence limitations or loss and loss expense ratio caps to limit the impact of losses from any one event, although we may not be able to obtain such limits in certain markets. Various provisions in our policies intended to limit our risks, such as limitations or exclusions from certain coverage and choice of

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forum, may not always be enforceable. Purchasing reinsurance is another loss limitation method we employ which may not always respond in the way intended due to disputes relating to coverage terms, exclusions or counterparty credit risk.

There are inherent limitations in all of these actions and it is possible that an event or series of events could result in loss levels that could have an adverse effect on our financial condition and results of operations. It is also possible that our controls and monitoring efforts may be ineffective, permitting one or more underwriters to exceed their underwriting authority and cause us to (re)insure risks outside the agreed upon guidelines or that losses could manifest themselves in ways that we do not anticipate and that our risk mitigation strategies are not designed to address. Additionally, various provisions in our policies, such as limitations or exclusions from coverage or choice of forum negotiated to limit our risk may not be enforceable in the manner we intend. As a result, one or more natural catastrophes and/or terrorism or other events could result in claims that substantially exceed our expectations, which could have a material adverse effect on our financial condition or operating results.

In January 2022, Aspen Holdings and certain of its subsidiaries entered into a loss portfolio transfer (“LPT”) with a subsidiary of Enstar Group Limited (“Enstar”). See Item 5, “Operating and Financial Review and Prospects”, for further details. The LPT represents a repositioning of the adverse development cover previously entered into between the Company and Enstar in March 2020. The LPT transaction successfully closed in May 2022. The nature and structure of the LPT present certain risks to the Company, including risks related to claims, marketing, credit and reserving, as well as general management risks and the risk of differences in interpretation between the parties of the availability, scope and terms of coverage, all or any of which may have an uncertain impact across multiple operational functions and on our business generally.

The reinsurance that we purchase may not always be available on favorable terms or we may choose to retain a higher proportion of particular risks compared to previous years.

From time to time, market conditions have limited, and in some cases prevented, insurers and reinsurers from obtaining the types and amounts of reinsurance that they consider adequate for their business needs. Accordingly, we may not be able to obtain our desired amount of reinsurance or retrocession protection on terms that are acceptable to us from entities with a satisfactory credit rating or which is collateralized. Even if such capacity is available, we may also choose to retain a higher proportion of particular risks than in previous years due to pricing, terms and conditions or strategic emphasis. We may also seek alternative means of transferring risk, including expanded participation via our ACM platform in alternative reinsurance structures. These solutions may not provide commensurate levels of protection compared to traditional retrocession. Our inability to obtain adequate reinsurance or other protection for our own account at favorable prices and on acceptable terms could have a material adverse effect on our business, operating results and financial condition.

Our financial condition and operating results may be adversely affected if actual claims exceed our loss reserves.

Our operating results and financial condition depend on our ability to accurately assess the potential losses associated with the risks that we (re)insure. While we believe that our loss reserves as of December 31, 2023 are adequate, establishing an appropriate level of loss reserves is an inherently uncertain process and requires a considerable amount of judgment. There are many factors that would cause our reserves to increase or decrease, which include, but are not limited to, changes in claim severity, changes in the expected level of reported claims, judicial action changing the scope and/or liability of coverage, changes in the legislative, regulatory, social and economic environment and unexpected changes in loss inflation. To the extent actual claims exceed our expectations, we will be required to recognize the less favorable experience immediately which could cause a material increase in our provisions for liabilities and a reduction in our profitability, including operating losses and reduction of capital.

We cannot estimate losses from widespread catastrophic events, such as hurricanes, earthquakes or pandemic events like COVID-19, using traditional actuarial methods. The magnitude and complexity of losses associated with certain of these events inherently increase the level of uncertainty and, therefore, there is a significant level of management judgment involved in arriving at loss reserve estimates. Similarly, our estimate of ultimate losses related to the COVID-19 pandemic continues to be subject to significant uncertainty, as such claims may emerge over time as the full impact of the pandemic and its effects on the global economy are realized. As a result, actual losses for these events may ultimately differ materially from current estimates.

While we believe that our historical experience is capable of providing us with meaningful actuarial indications, estimates and judgments for new (re)insurance lines of business are more difficult to make than those made for more mature lines of business because we have more limited historical information through December 31, 2023. A significant portion of our current loss reserves is in respect of incurred but not reported (“IBNR”) reserves. This IBNR reserve is based almost entirely on estimates involving actuarial and statistical projections of our expectations of the ultimate loss and claims handling

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expenses. In addition to limited historical information for certain lines of business, we utilize actuarial models as well as historical insurance industry loss development patterns to establish loss reserves. Accordingly, actual claims and claim expenses paid may deviate, perhaps substantially, from our reserve estimates, which could materially adversely affect our financial results.

Only reserves applicable to losses and loss adjustment expenses incurred up to the reporting date may be set aside in our financial statements, with no allowance for future losses. Our estimates of reserves for losses and loss expenses also include assumptions about future payments for settlement of claims and claims-handling expenses, such as medical treatment, awards for pain and suffering and litigation costs. We write casualty business in certain jurisdictions and other territories where claims inflation has for many years run at higher rates than general inflation. To the extent economic or social inflation, such as through outsized court awards, particularly in the United States, causes these costs to increase above reserves established for these claims, we will be required to increase our loss reserves with a corresponding reduction in our net income in the period in which the deficiency is identified, which could materially adversely affect our financial results.

We may be adversely impacted by economic inflation.

Our operations, like those of other (re)insurers, are susceptible to the effects of economic inflation because premiums are established before the ultimate amounts of losses and loss expenses are known. Although we consider the potential effects of economic inflation when setting premium rates, premiums may not fully offset the effects of inflation and thereby essentially result in underpricing the risks we insure and reinsure. Loss reserves include assumptions about future payments for settlement of claims and claims-handling expenses, such as the cost of replacing property, associated labor costs and litigation costs for the property business we write. To the extent inflation causes costs to increase above loss reserves established for claims, we will be required to increase loss reserves with a corresponding reduction in net income in the period in which the deficiency is identified, which may have a material adverse effect on our results of operations or financial condition. Unanticipated higher inflation could also lead to higher interest rates, which would negatively impact the value of our fixed income securities and potentially other investments.

During 2022 and 2023, economic inflation reached and stayed unusually high in many parts of the world, and central banks in the United States and other countries aggressively raised interest rates to counter inflation by slowing economic activity. Monetary policy tightening actions were ongoing during 2023, and their long-term impact on financial markets and the real economy is still uncertain. Uncertainty and market turmoil has affected and may in the future affect, among other aspects of our business, the demand for and claims made under our products, the ability of customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance and portfolio.

In addition, steps taken by central banks to control inflation and/or governments to stabilize financial markets and improve economic conditions may be ineffective, and actual or anticipated efforts to continue to unwind some of such steps could disrupt financial markets and/or could adversely impact the value of our investment portfolio. Further increases in interest rates could decrease unrealized gains or increase unrealized losses on our debt securities portfolio. Higher inflation could lead to even higher interest rates, which would continue to negatively impact the value of our existing fixed income or other investments.

We monitor the risk that the principal markets in which we operate could continue to experience increased inflationary conditions, which would, among other things, cause policyholder loss costs to increase, and negatively impact the performance of our investment portfolio. Inflation related to medical costs, wage costs, construction costs and tort issues in particular have impacted and continue to impact the property and casualty industry, and broader market inflation has increased and may continue to increase overall loss costs. The impact of inflation on loss costs could be more pronounced for those lines of business that are considered to be long-tail in nature, as they require a relatively long period of time to finalize and settle claims. We also provide coverage to the mortgage industry through insurance and reinsurance of mortgage insurance companies and U.S. government sponsored entity credit risk sharing transactions, and deteriorating economic conditions could cause mortgage insurance losses to increase and adversely affect our results of operations or financial condition.

In response to these inflationary impacts, we continue to assess and, where appropriate, initiate new or enhanced modeling and monitoring approaches to forecast and manage our results; however, there can be no assurance these approaches will shield us from the negative effects of rising inflation, which could materially and adversely impact our results of operations or financial condition.

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Increases in the frequency and severity of cyber-attacks on our policyholders could adversely affect our financial condition and operating results.

The cybersecurity threat landscape is evolving, and there is a risk that increases in the frequency and severity of cyber-attacks on our policyholders could adversely affect our financial condition and operating results. This risk is also dependent on our policyholders’ cybersecurity defenses, and our issuance of policy terms which respond to the evolving threat landscape. In addition, our exposure to cyber-attacks includes exposure to silent cyber risks, meaning risks and potential losses associated with policies where cyber risk is not specifically included nor excluded in the policies. Even in cases where we attempt to exclude losses from cyber-related risks, there can be no assurance that a court or arbitration panel will interpret policy language, or otherwise issue a ruling, favorable to us.

Market and Liquidity Risks

Our investments are subject to interest rate, credit, and real estate related risks, which may adversely affect our net income and may adversely affect the adequacy of our capital.

We invest the net premiums we receive until such time as we pay out losses and/or until they are made available for distribution to ordinary and preferred shareholders, pay interest on or redeem debt and preferred shares, or otherwise use such net premiums for general corporate purposes. Investment income comprises a substantial portion of our Group income. We therefore are exposed to significant financial and capital market risks, including changes in interest rates, credit spreads, credit defaults, foreign exchange rates, market volatility impacting the valuation of our investments, the performance of the economy in general, and other factors outside our control. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or an escalated or prolonged conflict between Russia and Ukraine, and Israel and Gaza, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the United States and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in the global markets, which may have an impact on our investments across negatively impacted sectors or geographies.

A significant portion of our investments could be influenced by changes in interest rates across a number of geographies. Interest rates are highly sensitive to many factors, including fiscal and monetary policies of major economies, inflation, economic and political conditions and other factors outside our control. Changes in interest rates can negatively affect net investment income in that, in a declining interest rate environment, investments in fixed maturities and short-term investments (fixed maturity portfolio) would earn interest income at lower rates. In a declining interest rate environment, the market value of our fixed income portfolio would increase. However, in a rising interest rate environment, the market value of our fixed income portfolio will decline, which we experienced in 2022. Furthermore, depending on our liquidity needs and investment strategy, we may liquidate investments prior to maturity at a loss in order to cover liabilities as they become due or to invest in other investment opportunities that have better expected longer term profitability.

In 2022 and 2023, many central banks have raised interest rates, which could act as a partially mitigating force against some inflationary pressures. Historic increases in interest rates have driven significant short-term mark-to-market losses in our investment portfolio. We expect to see a reversal of the mark-to-market losses from accretion to par for certain securities that we hold to maturity. However, interest rates are highly sensitive to many factors, including fiscal and monetary policies of major economies, inflation, economic and political conditions and other factors outside our control.

Our fixed maturity portfolio is primarily invested in high quality, investment grade securities, including collateralized loan obligations (“CLOs”). However, we invest a portion of the portfolio in securities that are below investment grade. We also invest a portion of our portfolio in other investments such as unrated private fixed and floating rate investments, and other specialty asset classes. These securities generally pay a higher rate of interest or return and may have a higher degree of credit or default risk. These securities may also be less liquid in times of economic weakness or market disruptions. Within these investments, we invest directly and indirectly in private loans and real estate assets, which, as described more fully below, are subject to additional risks.

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Our business may be negatively impacted by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions and the potential contagion impact to, and resulting stress on, the financial services sector generally.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Such events could include the failure of financial institutions, such as the closure of Silicon Valley Bank on March 10, 2023 by the California Department of Financial Protection and Innovation.

Although we assess our banking relationships as we believe necessary or appropriate, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience liquidity issues or failures in the future. We cannot predict whether such events may occur in the future, or what impact such events would have on the financial services sector and any heightened macroeconomic or political instability that may follow, including any regulatory changes. This could include impacts on the availability of our existing cash and cash equivalents or market value of our investments, or those of our trading partners such as regional program managers. In addition, we could be exposed to losses through our underwriting segments, including, but not limited to, within our financial and professional insurance portfolio.

In addition, widespread investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, or result in breaches of our financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.

Our business may be adversely impacted by these developments in ways that we cannot predict at this time, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions. Any of the foregoing could have a material adverse effect on our business, financial condition, liquidity and results of operations. In addition, the foregoing may have the effect of triggering or intensifying many of the risks described elsewhere under this Item 3D, “Risk Factors” section.

Our investments in private, secured CMLs and private, secured MMLs are subject to credit risk, market risk, servicing risk, loss from catastrophic events and other risks, which could diminish the value that we obtain from such investments.

As of December 31, 2023, $359.7 million of our total invested assets were invested in private, secured commercial mortgage loans (“CMLs”) and in private, secured middle market loans (“MMLs”). Defaults by borrowers in the payment or performance of their obligations underlying these assets could reduce our investment income and realized investment gains or result in the recognition of investment losses. For example, the value of our real estate-related loans depends in part on the financial condition of the borrowers, the value of the real properties underlying the mortgages and, for commercial properties, the financial condition of the tenants of the properties underlying those mortgages, as well as general and specific economic trends affecting the overall default rate. An unexpectedly high rate of default on commercial mortgages and/or middle market loans may limit substantially the ability of the issuer of such securities to make payments to the loan holders, reducing the value of those securities.

The CML and MML portfolios that we hold face both default and delinquency risk. An increase in the delinquency or default rate of our CML/MML portfolios or geographic or sector concentration within our CML/MML portfolios could materially and adversely impact our financial condition and results of operations. Any failure to manage these risks effectively could materially and adversely affect our financial condition and results of operations. In general, any significant weakness in the broader macro economy or significant problems in a particular real estate market or corporate market may cause a decline in the value of the real estate market and corporate assets securing the loans in that market, thereby increasing the risk of delinquency, default and foreclosure. This could, in turn, have a material adverse effect on our credit loss experience.

For more information on our CML and MML investments, which we also refer to as “privately-held investments,” refer to Item 18, Note 4 to our consolidated financial statements, “Investments.”

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A portion of our invested assets are relatively illiquid and we may fail to realize profits from these assets for a considerable period of time, or lose some or all of the principal amount we invest in these assets if we are required to sell our invested assets at a loss to meet our insurance, reinsurance or other obligations.

We seek to configure our investment portfolio to provide and maintain sufficient liquidity to support our insurance, reinsurance and other obligations. However, in order to provide necessary long-term returns and to achieve our strategic goals, at times a portion of our assets may be relatively illiquid. A portion of our investments are in securities that are not publicly traded or that otherwise lack liquidity, such as our privately-held fixed maturity and floating rate securities, below investment grade securities, and alternative investments.

We record our relatively illiquid types of investments at fair value. If we were forced to sell some or all of these assets, there can be no assurance that we would be able to sell them for the values at which such assets are recorded and we might consequently sell these assets at significantly lower values to the recorded value. When we hold a security or position, it is vulnerable to price and value fluctuations and may experience losses if we are unable to sell or hedge the position. Thus, it may be impossible or costly for us to liquidate positions rapidly in order to meet unexpected obligations. This potential mismatch between the liquidity of our assets and liabilities could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

We also invest in CLOs and control over the CLOs in which we invest is exercised through collateral managers, who may take actions that could adversely affect our interests, and we may not have the right to direct collateral management. There may also be less information available to us regarding the underlying debt instruments held by CLOs than if we had invested directly in the debt of the underlying companies. Our investments in CLOs are also subject to liquidity risk as there is a less liquid market for CLOs (when compared, by way of illustration, to US Government Treasuries). Accordingly, we may suffer unrealized depreciation and could incur realized losses in connection with the sale of our CLO investments.

Volatility and uncertainty in general economic conditions and in financial and mortgage markets could adversely impact our business prospects, operating results, financial position and liquidity.

In 2022 and 2023, due to significant inflation, the rapid and strong rise in interest rates, and ongoing uncertainty with respect thereto, the possibility of a recession, ongoing uncertainty as to the emergence of potential new COVID-19 variants, the collapse of Silicon Valley Bank, ongoing stress on the financial services sector, the ongoing Russian invasion of Ukraine and the conflict between Israel and Gaza, global financial markets have been characterized by volatility and uncertainty. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or make credit harder to obtain. Uncertainties in the financial and mortgage markets may also affect our counterparties which could adversely affect their ability to meet their obligations to us.

Deterioration or volatility in the financial markets or general economic and political conditions could result in a prolonged economic downturn or trigger another recession and our operating results, financial position and liquidity could be materially and adversely affected. Further, unfavorable economic conditions could have a material adverse effect on certain or any of the lines of business we write, including, but not limited to, credit and political risks and professional liability risks.

We provide credit reinsurance to mortgage guaranty insurers and commercial credit insurers. We are exposed to the risk that losses from mortgage insurance materially exceed the net premiums that are received to cover such risks, which may, subject to liability caps, result in operating and economic losses to us. Mortgage insurance underwriting losses that have the potential to exceed our risk appetite are associated with the systemic impacts of severe mortgage defaults, driven by large scale economic downturns and high unemployment.

Such matters may have the effect of triggering or intensifying many of the risks described elsewhere under this Item 3D, “Risk Factors” section.

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The determination of the amount of allowances and impairments taken on our investments is highly subjective and could materially impact our operating results or financial position.

We perform a detailed analysis each reporting period end to assess movements in the fair values of available for sale debt securities in accordance with applicable accounting guidance regarding the recognition and presentation of current expected losses. The process of determining an allowance for available for sale securities requires judgment and involves analyzing many factors. For additional information regarding this process, and the changes to the applicable accounting policies, refer to Item 18, Note 2(c) of our consolidated financial statements, “Basis of Presentation and Significant Accounting Policies —Accounting for Investments, Cash and Cash Equivalents”, and Item 18, Note 2(m) of our consolidated financial statements, “Basis of Presentation and Significant Accounting Policies —Accounting Pronouncements.” Assessing the accuracy of the allowances reflected in our financial statements is inherently uncertain given the subjective nature of the process. Furthermore, additional impairments may need to be taken or allowances provided in the future with respect to events that may impact specific investments. While our current allowance is not material, the current allowance may not be indicative of future impairments or allowances. Thus, future material impairments themselves or any error in accurately accounting for them may have a material adverse effect on our financial condition or results of operations.

Our financial condition or operating results may be adversely affected by currency fluctuations that we may not be effective at mitigating.

Our reporting currency is the U.S. dollar. However, a significant portion of our operations is conducted outside the United States in a variety of foreign (non-U.S.) currencies. Accordingly, we are subject to legal, economic and market risks associated with devaluations and fluctuations in currency exchange rates. Our assets and liabilities denominated in foreign currencies are therefore exposed to changes in currency exchange rates, which may be material. The principal currencies creating foreign exchange risk are the British Pound, the Euro, the Swiss Franc, the Australian Dollar, the Canadian Dollar and the Singapore Dollar. At December 31, 2023, 14.3% of gross written premiums were denominated in non-U.S. currencies. We employ various strategies, including the use of foreign exchange forward contracts and other derivative financial instruments, to manage our exposure to foreign currency exchange risk. To the extent that these exposures are not fully offset or hedged, or the hedges are ineffective at mitigating adverse effects, our financial results and condition may be negatively impacted by fluctuations in foreign currency exchange rates.

Credit Risks

Our operating results may be adversely affected by the failure of policyholders, brokers or other intermediaries or reinsurers to honor their payment obligations.

In accordance with industry practice, we generally pay amounts owed on claims under our insurance and reinsurance contracts to brokers and these brokers, in turn, pay these amounts to the policyholders that purchased insurance and reinsurance from us. In some jurisdictions where we write a significant amount of business, if a broker fails to make such a payment it is highly likely that we will be liable to the policyholder for the deficiency because of local laws or contractual obligations. Likewise, when the policyholder pays premiums for policies to brokers for payment to us, these premiums are generally considered to have been paid and, in most cases, the policyholder will no longer be liable to us for those amounts whether or not we have actually received the premiums. Consequently, we assume a degree of credit risk associated with brokers with respect to most of our (re)insurance business.

In addition, bankruptcy, liquidity problems, distressed financial conditions or the general effects of economic recession may increase the risk that policyholders may not pay a part of, or the full amount of, premiums owed to us despite an obligation to do so. The terms of our contracts or local law may not permit us to cancel our insurance even if we have not received payment. If non-payment becomes widespread, whether as a result of bankruptcy, lack of liquidity, adverse economic conditions, operational failure, delay due to litigation, bad faith and fraud or other events, it could have a material adverse impact on our business and operating results.

We purchase reinsurance for our own account in order to mitigate the effect of certain large and multiple losses upon our financial condition. Our reinsurers or capital market counterparts are dependent on their ratings in order to continue to write business and some have suffered downgrades in ratings in the past as a result of their exposures. Our reinsurers or capital market counterparties may also be affected by adverse developments in the financial markets, which could adversely affect their ability to meet their obligations to us. Insolvency of these counterparties, their inability to continue to write business or reluctance to make timely payments under the terms of their agreements with us could have a material adverse effect on us because we remain liable to our insureds or cedants in respect of the reinsured risks.

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During periods of economic uncertainty, such as the current environment, our consolidated credit risk to these parties may materially increase.

Strategic Risks

Competition and consolidation in the (re)insurance industry could reduce our growth and profitability.

Insurance and reinsurance markets are highly competitive. We compete on an international and regional basis with major U.S., Bermuda, European and other international (re)insurers and underwriting syndicates, including Lloyd's, some of which have greater financial, marketing and management resources than we do. We also compete with new companies that continue to be formed to enter the (re)insurance markets. In addition, capital market participants have created alternative products that are intended to compete with reinsurance products. Until recently, new and alternative capital inflows in the (re)insurance market and the retention by cedants of more business had caused an excess supply of (re)insurance capital and may again in the future. We have sought to address this risk by developing our own capital markets capability through ACM. See “—We are exposed to risks in connection with our management of alternative reinsurance platforms on behalf of investors in any entities ACM manages or could manage in the future.”

There has also been a large volume of merger and acquisition activity in the (re)insurance sector in recent years which may continue and we may experience increased competition as a result of that consolidation with consolidated entities having enhanced market power. As the (re)insurance industry consolidates, competition for customers will become more intense and the importance of acquiring and properly servicing each customer will become greater.

Increased competition could result in fewer submissions, lower premium rates, less favorable policy terms and conditions and greater expenses relating to customer acquisition and retention, which could have a material adverse impact on our operating results or financial condition.

Our Operating Subsidiaries are rated and our Lloyd’s business benefits from a rating by one or more of A.M. Best and S&P and a decline in any of these ratings could adversely affect our standing among brokers and customers and cause our premiums and earnings to decrease, or may otherwise result in an adverse effect on our business, financial condition and operating results.

Ratings have become an increasingly important factor in establishing the competitive position of insurance and reinsurance companies and will also impact the cost and availability of capital to an insurance company. Rating agencies represent independent opinions of the financial strength of insurers and reinsurers and their ability to meet policyholder obligations. Our existing ratings by A.M. Best and S&P represent an important consideration in maintaining customer confidence in us and in our ability to market insurance products. Rating organizations regularly analyze the financial performance and condition of insurers and some policyholders are required to obtain insurance coverage from insurance companies that have an “A-” (Strong) rating or higher.

The S&P financial strength and issuer credit ratings of Aspen Bermuda, AAIC and Aspen UK are “A-” (Strong), while the long-term issuer credit rating of Aspen Holdings is “BBB.” On January 29, 2024, S&P affirmed the issuer credit ratings of Aspen Bermuda, AAIC and Aspen UK and removed the issuer credit rating of Aspen Holdings from CreditWatch negative. The outlook assigned to all these ratings is stable. Aspen Specialty is not currently rated by S&P and has a financial strength rating of “A” (Excellent) by A.M. Best with a stable outlook. On April 30, 2021, A.M. Best affirmed the financial strength rating of “A” (Excellent) for Aspen Bermuda, Aspen UK, Aspen Specialty and AAIC and upgraded its outlook to stable from negative, and both the rating and outlook were affirmed on May 26, 2022 and June 16, 2023. Aspen Lloyd’s benefits from the Lloyd’s market financial strength rating of “A” (Excellent) with a stable outlook by A.M. Best and “AA-” (Very Strong) with a stable outlook by S&P.

The ratings of our Operating Subsidiaries are subject to periodic review by, and may be placed on credit watch, revised downward or revoked at the sole discretion of, A.M. Best or S&P. Refer to Item 4, “Business Overview - Ratings.” These ratings are intended to measure a company’s ability to repay its obligations and are based upon criteria established by the rating agencies. Ratings may be solicited or unsolicited.

In addition, as a result of their rating of Highlands Holdings Bond Issuer, Ltd. and Highlands Holdings Bond Co-Issuer, Inc. (the “Issuers”), each of which is an affiliate of Parent, and the $500 million aggregate principal amount of their 7.625% / 8.375% Senior Secured PIK Toggle Notes due 2025 (the “Notes”), S&P takes into consideration the Issuers in their view of the wider Aspen Group when evaluating the adequacy of our capital reserves for purposes of determining financial strength and issuer credit ratings accorded to our Operating Subsidiaries. In addition, S&P expects us to maintain capital adequacy above the extreme stress scenario (99.99% confidence level) under the S&P capital model to maintain our “A-” rating. Should we experience weaker-than-expected underwriting performance, should our capital adequacy position

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decline and remain below the extreme stress scenario (99.99% confidence level) for a prolonged period, should our financial leverage materially increase or liquidity materially decrease, among other factors, we may be required to maintain a greater amount of capital in order to maintain our existing ratings or become subject to a ratings downgrade.

The rating agencies with whom we maintain an interactive rating relationship for the purposes of the solicited ratings, currently A.M. Best and S&P, continuously evaluate us to confirm that we continue to meet the criteria of the rating assigned to us. Our ratings may be revised downward or revoked at the sole discretion of the rating agencies at any time. The financial strength ratings assigned by rating agencies to insurance or reinsurance companies are based upon factors relevant to cedants, which include factors not entirely within our control, including factors impacting the financial services, insurance and reinsurance industries generally. Financial strength ratings by rating agencies are not ratings of securities or recommendations to buy, hold or sell any security.

If our Operating Subsidiaries’ or if Lloyd’s ratings are reduced from their current levels by either A.M. Best or S&P, our competitive position in the (re)insurance industry might suffer and it may be more difficult for us to market our products, expand our (re)insurance portfolio and renew our existing (re)insurance policies and agreements. A rating downgrade may also require us to establish trusts or post letters of credit for ceding company clients and could trigger provisions allowing some clients to terminate their (re)insurance contracts with us. Some contracts also provide for the return of premium to the ceding client in the event of a rating downgrade. It is increasingly common for our reinsurance contracts to contain such terms. Whether a cedant would exercise any of these rights could depend on various factors, such as the reason for and the extent of such downgrade, the prevailing market conditions and the pricing and availability of replacement reinsurance coverage. A downgrade could result in a substantial loss of business as ceding companies and brokers that place such business move to other reinsurers with higher ratings and therefore such downgrade may materially and adversely impact our business, operating results, liquidity and financial flexibility.

In addition, a downgrade of the financial strength rating of Aspen UK, Aspen Bermuda, AAIC or Aspen Specialty by A.M. Best below “B++” would constitute an event of default under one or more of our financing facilities. Additionally, the cost and availability of unsecured financing are generally dependent on the borrower’s long-term and short-term debt ratings. A lower rating may lead to higher borrowing costs, thereby adversely impacting our liquidity and financial flexibility and by extension our business, financial condition and results of operations.

On November 15, 2023, S&P published the final insurance criteria “Insurer Risk-Based Capital Adequacy – Methodology and Assumptions” for analyzing the risk-based capital adequacy of insurers and reinsurers that is used as a key rating factor in determining a company’s financial strength rating. The new methodology represents a wholesale change from the previous criteria which was last updated in 2010. Certain issuers have been placed under criteria observation that may result in a change in their financial strength rating. Aspen has not been placed under criteria observation because S&P does not expect to take rating actions as a result of the updated criteria.

On November 17, 2023, S&P also published a note placing ratings on 15 non-operating holding companies of Bermuda-based (re)insurers on credit watch with negative implications, including Aspen Holdings. On January 29, 2024, S&P, after reviewing their base case assumption on the potential regulatory restrictions to payments from Bermuda-based operating (re)insurance companies to non-operating holding companies, as well as the possible mitigants to these restrictions according to their group rating methodology, determined that the potential regulatory restrictions applicable to these payments are low, and subsequently removed Aspen Holdings from CreditWatch negative.

Increasing scrutiny and evolving expectations from investors, customers, regulators, policymakers and other stakeholders regarding environmental, social and governance matters may adversely affect our reputation or otherwise adversely impact our business and results of operations.

Internal and external stakeholders, including regulators and investors, have placed increased and rapidly evolving importance on how we are addressing ESG issues. Reputational risks develop through the insurance coverage provided, or not provided, to policyholders that conduct business activities with negative impacts on the climate or from investments held in certain industries. In addition, regulators have adopted and may continue to adopt ESG-related rules and guidance, which may conflict with one another and impose additional costs and operational burdens on us. For further information, see this Item 3D, “– Risks Related to Our Business – Global climate change, as well as increasing laws, regulation and litigation in the area of climate change, may have an adverse effect on our results of operations, financial condition or liquidity.” ESG encompasses a wide range of issues, including climate change and other environmental risks. Additionally, failure to communicate a clear strategy to manage these risks and/or lacking progress on the implementation of a comprehensive climate risk management framework can also pose reputational risk. A lack of harmonization globally and within jurisdictions in relation to ESG legal and regulatory reform leads to a risk of fragmentation in group level priorities as a result of the different pace and type of sustainability transition across global jurisdictions. This may create conflicts across

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our global business which could risk inhibiting our future implementation of, and compliance with, rapidly developing ESG standards and requirements, and potentially pose litigation and/or reputational risks. If we are unable to meet targets, standards, or expectations, whether established by us or third parties, it could result in adverse publicity, reputational harm, or loss of customer and/or investor confidence, which could adversely affect our business and results of operations.

Any future acquisitions, growth of our operations through the addition of new lines of (re)insurance business, expansion into new geographic regions and/or joint ventures or partnerships may expose us to risks.

As part of our long-term strategy, we have pursued, and may continue to pursue, growth through acquisitions and/or strategic investments in new businesses or entering into strategic ventures with third parties. The negotiation of these transactions as well as the integration of an acquired business or new personnel could result in a substantial diversion of management resources. Successful integration depends, among other things, on our ability to effectively integrate acquired businesses or new personnel into our existing risk management and financial and operational reporting systems, establish satisfactory budgetary and other financial controls, manage any regulatory issues created by our entry into new markets and geographic locations, retain key personnel and obtain personnel required for expanded operations. The failure to integrate successfully or to manage the challenges presented by the integration process may have an adverse effect on our business, financial condition or results of operations.

There can be no assurance that the integration of acquired businesses or new personnel will be successful, that we will realize anticipated synergies, cost savings and operational efficiencies, or that the business acquired will prove to be profitable or sustainable. The failure to integrate acquired businesses successfully or to manage the challenges presented by the integration process may adversely impact our financial results. Acquisitions could involve numerous additional risks such as potential losses from unanticipated litigation or levels of claims and inability to generate sufficient revenue to offset acquisition costs. In addition, the value of assets acquired may be lower than expected or may diminish due to credit defaults or changes in interest rates or the liabilities assumed may be greater than expected. Our ability to grow through acquisitions will depend, in part, on our success in addressing these risks. Our failure to manage successfully any of the foregoing challenges and risks may adversely impact our results of operations.

We depend on a few brokers for a large portion of our insurance and reinsurance revenues and the loss of business provided by any one of those brokers could adversely affect us.

We market our (re)insurance worldwide primarily through (re)insurance brokers and derive a significant portion of our business from a limited number of brokers. For the twelve months ended December 31, 2023, three brokers, Marsh & McLennan Companies, Inc., Aon Corporation and Arthur J. Gallagher, accounted for 30.3%, 26.0% and 14.0%, respectively, of our reinsurance gross written premiums. In our insurance business, ten brokers collectively accounted for 61.7% of our gross written premiums, with Ryan Specialty and Aon Corporation accounting for 11.1% and 10.3%, respectively. Refer to Item 4, “Business Overview - Business Distribution” below for our principal brokers by segment. Our relationships with our brokers and agents are based on the quality of our underwriting and claim services, as well as our financial strength ratings. Any deterioration in these factors could result in the brokers advising our clients to place their business with other (re)insurers. In addition, these brokers and agents also have, or may in the future acquire, ownership interests in insurance and reinsurance companies that may compete with us and these brokers may favor their own (re)insurers over other companies. Loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse impact on our business and results of operations.

In addition, there has been a trend of increased consolidation of agents and brokers and of agents and brokers reducing the numbers of insurers with which they do business to gain efficiency for their placement efforts. As we distribute most of our products through agents and brokers, consolidation could impact our ability to access business and our relationships with, and fees paid to, agents and brokers. In the Lloyd’s market, independent London wholesalers continue to be acquired by larger global brokers, which may result in enhanced market power for these larger brokers in placing (re)insurance. Consolidation of distributors may also increase the likelihood that distributors will try to renegotiate the terms of existing selling agreements to terms less favorable to us. As brokers merge with or acquire each other, any resulting failure or inability of brokers to market our products successfully, or the loss of a substantial portion of the business sourced by one or more of our key brokers, could have a material adverse effect on our business and results of operations.

We are exposed to risks in connection with our management of alternative reinsurance platforms on behalf of investors in any entities ACM manages or could manage in the future.

Those of our subsidiaries that are engaged in the management of alternative reinsurance platforms as part of our ACM

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division may owe certain legal duties and obligations to third-party investors (including reporting obligations) and are subject to a variety of often complex laws and regulations relating to the management of those structures. Although we continually monitor our policies and procedures to ensure compliance, faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established policies and procedures could result in our failure to comply with applicable laws or regulations which could result in significant liabilities, penalties or other losses and significantly harm our business and results of operations. Additionally, ACM also raises capital from third-party investors that may be invested in a vehicle that is a reinsurer of an Aspen entity but may be managed by a third-party administrator.

Our third-party investors may decide to redeem their interests, which could materially impact the financial condition of the entities supporting our underwriting. Certain of our third-party capital investors provide significant capital investment. The loss or alteration of this capital support could be detrimental to our financial condition and results of operations. Moreover, we can provide no assurance that we may be able to attract and raise additional third-party capital for our existing entities or for potential new entities and therefore we may forego existing and/or potential attractive fee income and other income-generating opportunities.

Furthermore, notwithstanding any capital holdback, we may decide to return to our investors all or a portion of their capital held as collateral prior to the maturity specified in the terms of the particular underlying transactional documents. A return of capital to our investors is final. As a result, if we release collateral early and capital is returned to our investors, we may not have sufficient collateral to pay the claims associated with such losses in the event losses are significantly larger than we anticipated. In addition, the value of any collateral held may be impacted by macroeconomic, geopolitical or other factors that could lead to investment volatility.

We may require additional capital in the future, which may not be available or may only be available on unfavorable terms. We may have to raise capital following significant insured losses, potentially resulting in capital being raised at valuations significantly below the original ordinary share price.

Our future capital requirements depend on many factors, including our ability to write new business successfully, deploy capital into more profitable business lines, identify acquisition opportunities, manage investments and preserve capital in volatile markets, and establish premium rates and reserves at levels sufficient to cover losses.

We require liquidity to:

•pay claims;

•fund our operating expenses;

•to the extent declared, pay dividends (including the payment of dividends to the holders of our preference shares);

•fund liquidity needs caused by investment losses;

•replace or improve capital in the event of a depletion of our capital as a result of significant reinsurance losses;

•meet rating agency or regulatory capital requirements;

•respond to competitive pressures; and

•service our debt.

To the extent our funds are insufficient or unavailable to fund future operating requirements or cover claims losses, whether due to regulatory or contractual restrictions, underwriting or investment losses or otherwise, we may need to raise additional funds through corporate finance transactions or curtail our growth and reduce our liabilities. Any such financing, if available at all, may be on terms that are not favorable to us. Additionally, in a rising interest rate environment such as the one prevailing recently, such financing may result in a higher cost of capital. Our ability to raise such capital successfully would depend upon the facts and circumstances at the time, including our financial position and operating results, market conditions and applicable regulatory filings and legal issues. If we cannot obtain adequate capital on favorable terms, or obtain it at all, our business, financial condition and operating results could be adversely affected. Furthermore, financial markets have experienced extreme volatility and disruption due in part to financial stresses affecting the liquidity of the banking system and the financial markets generally. These circumstances have reduced access to the public and private equity and debt markets at such times.

In addition, we may not achieve the desired regulatory capital treatment for any potential issuance of debt or equity securities due to changing solvency capital eligibility requirements under the Bermuda Insurance (Group Supervision) Rules 2011 (the “Group Supervision Rules”) to which we are subject. For these instruments to continue to receive the intended regulatory capital treatment, their terms must reflect the criteria contained in the Group Supervision Rules and any amendments thereto. If the BMA applies any changes to the Group Supervision Rules governing eligible capital such that

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our outstanding preference shares or other securities we may issue in the future no longer receive their intended capital treatment under the Group Supervision Rules, we may be unable to maintain adequate regulatory capital. If we cannot obtain adequate capital or credit, our business, results of operations and financial condition could be adversely affected by, among other things, our inability to finance future acquisitions.

Our debt, credit and International Swaps and Derivatives Association (“ISDA”) agreements may limit our financial and operational flexibility, which may affect our financial condition, liquidity and ability to conduct our business.

We have incurred indebtedness and may incur additional indebtedness in the future. Additionally, we have incurred indebtedness under the Term Loan Credit Agreement (as defined below) and have entered into credit facilities with various institutions which provide revolving lines of credit to us and our Operating Subsidiaries and issue letters of credit to our clients in the ordinary course of business. We have also entered into ISDA agreements relating to derivative transactions.

The agreements relating to our debt, including the Term Loan Credit Agreement, credit facilities and our ISDA agreements contain covenants that may limit our ability, among other things, to borrow money, make particular types of investments or other restricted payments, sell assets, merge or consolidate. Such agreements also typically contain reporting and disclosure affirmative covenants. Some of these agreements also require us to maintain specified ratings and financial ratios, including a minimum net worth covenant. If we fail to comply with these covenants or meet required financial ratios, the lenders or counterparties under these agreements could declare a default and demand immediate repayment of all amounts owed to them and require collateralization of any current or future obligations of the Company. Additionally, a default under our debt, credit facilities or ISDA agreements could limit our ability to obtain credit or enter into such transactions on favorable terms, or at all. As a result, our business, financial condition and operating results could be adversely affected.

If we are in default under the terms of these agreements, we may also be restricted in our ability to declare or pay any dividends, redeem, purchase or acquire any shares or make a liquidation payment and are at risk of cross-default on other arrangements. In addition, the cost and availability of these arrangements vary and any adverse change in the cost or availability of such arrangements could adversely impact our business, financial condition and operating results. 

Regulatory Risks

Political, regulatory, governmental and industry initiatives may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects.

Certain of the laws and regulations to which our Operating Subsidiaries are subject are summarized in Item 4, “Business Overview - Regulatory Matters.” Changes in the laws and regulations relevant to our business may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects. The laws and regulations of the jurisdictions in which our insurance and reinsurance subsidiaries are domiciled require, among other things, maintenance of minimum levels of statutory capital, surplus, and liquidity; various solvency standards; and periodic examinations of subsidiaries’ financial condition. In some jurisdictions, laws and regulations also restrict payments of dividends and reductions of capital and require prior approval in connection with a potential acquisition or change of control. Applicable statutes, regulations, and policies may also restrict the ability of these subsidiaries to write insurance and reinsurance policies, to make certain investments, and to distribute funds. In addition, as industry practices and legislative, regulatory, judicial, social, financial, technological and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the frequency and severity of claims. In some instances, these changes may not become apparent until after we have issued insurance or reinsurance contracts that are affected by the changes.

Some of these authorities regularly consider enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision. These authorities may also seek to exercise their supervisory authority in new and more robust ways, and new regulators could become authorized to oversee parts of our business. The purpose of insurance laws and regulations generally is to protect policyholders and ceding insurance companies, not our shareholders or other securityholders. Failure to comply with or obtain appropriate authorizations and/or exemptions under any applicable laws and regulations could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we conduct business and could subject us to fines, other sanctions and reputational injury.

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It is not possible to predict all future impacts of political, regulatory, governmental or industry changes but they could affect the way we conduct our business and manage our capital, and may require us to satisfy increased capital requirements or to incur additional expenses, any of which, in turn, could affect our results of operations, financial condition and liquidity.

The foreign and U.S. federal and state laws and regulations that are applicable to our operations are complex and may increase the costs of regulatory compliance or subject our business to the possibility of regulatory actions or proceedings. In addition to insurance and financial industry regulations, our activities are also subject to relevant economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant sanctions authorities, as well as money laundering regulations, and anti-corruption laws including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, which may increase the costs of regulatory compliance, limit or restrict our ability to do business or engage in certain regulated activities, or subject us to the possibility of regulatory actions, proceedings and fines.

We maintain policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, we cannot provide assurance that our internal controls and compliance systems will always protect us from liability for acts committed by employees, agents, third parties or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and other related laws. Any such improper actions or allegations of such acts could subject us to significant sanctions, including civil or criminal fines and penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as related shareholder lawsuits and other remedial measures, all of which could adversely affect our reputation, business, financial condition and results of operations. Investigations of alleged violations can also be disruptive and cause us to incur significant legal and investigatory fees.

Our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions laws and regulations. As part of our business, we may, from time to time, engage in limited sales and transactions involving certain countries, entities and individuals that are targets of economic sanctions, provided that such sales and transactions are authorized pursuant to applicable economic sanctions laws and regulations. However, we cannot predict the nature, scope or effect of future regulatory requirements, including changes that may affect existing regulatory authorizations, and we cannot predict the manner in which existing laws and regulations might be administered or interpreted. Further, while we maintain policies and procedures designed to maintain compliance with applicable economic and trade sanctions, there can be no guarantee that our policies and procedures will be effective in preventing violations, which could adversely affect our reputation, business, financial condition or results of operations. If in the future we are found to be in violation of U.S. or other applicable economic sanctions or export control laws, it could result in substantial fines and penalties for us, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and other remedial measures. Investigations of alleged violations can be expensive and disruptive. The insurance industry is also affected by political, judicial, and legal developments that may create new and expanded regulations and theories of liability. The current economic and financial climates present additional uncertainties and risks relating to increased regulation and the potential for increased involvement of the United States and other governments in the financial services industry.

During 2022, and in response to changes to U.S. credit for reinsurance rules arising from the 2017 Covered Agreement between the United States and European Union and the 2018 Covered Agreement between the United States and the United Kingdom, Aspen Bermuda obtained reciprocal jurisdiction reinsurer status with Texas as its lead state. Reinsurers licensed in reciprocal jurisdictions (which include the United Kingdom, E.U. member states, Bermuda, Japan and Switzerland) are not required to post reinsurance collateral to U.S. cedants if approved as reciprocal jurisdiction reinsurers in the cedant’s U.S. state of domicile. With its approval from Texas, Aspen Bermuda was able to facilitate passporting applications in additional U.S. states throughout 2022 and renewed the same for 2023. “Passporting” refers to the process under which a U.S. state has the discretion to defer to the determination by another U.S. state that a reinsurer is a reciprocal jurisdiction reinsurer, thereby excusing the approved reinsurer from collateral requirements in such state. Aspen Bermuda also retains its status as a certified reinsurer in a number of U.S. states, enabling it to provide reduced collateral for historical risks written. There is no guarantee that Aspen Bermuda will maintain its reciprocal jurisdiction reinsurer or certified reinsurer status, and changes in laws and regulations applicable to the provision of collateral by offshore or unauthorized reinsurers such as Aspen Bermuda may have a material adverse impact on our capital management approach, financial condition, results of operations, liquidity, cash flows and prospects. Refer to Item 4, “Information on the Company — Regulatory Matters - U.S. Regulation - Credit for Reinsurance”.

In the event or absence of changes in applicable laws and regulations in particular jurisdictions, we may from time to time face challenges, or changes in approach to oversight of our business from insurance or other regulators, including challenges resulting from implementing new or additional processes or procedures that cannot be quickly adapted to address new regulatory requirements. Moreover, we could be, or our employees acting on our behalf, could be found to have

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violated existing laws, rules or regulations. Our regulators have the ability to make regulatory interventions using their powers, including through investigations, requests for data and analysis, interviews or reviews (including skilled persons reports under section 166 of the U.K. Financial Services and Markets Act 2000 (“FSMA”)), which regulatory intervention may require specific remediation, including via guidance on a confidential basis, in respect of historical practices, changes to our existing practices, public censure, the loss or restriction of regulatory permissions necessary to carry out our business in the same manner as before, and/or additional regulatory capital to be held.

We are involved in periodic meetings with, and reviews by, regulators, pursuant to which they review our business and provide challenges in order to test and validate the supervisory and work plan adopted by their supervisory teams. Through such processes, our regulators may validate and/or challenge, among other things, our strategy, business plans, internal governance, risk and capital management and compliance frameworks. Our regulators have required us, and we are under continuing obligations, to remediate failures, weaknesses and other issues that they have identified, including, but not limited to, with respect to our underwriting performance, reserving risk and capital management, and governance, which, if we are unsuccessful in remediating could result in greater regulatory intrusion, enforcement action and/or the exercise of our regulators’ own initiative powers (including imposing restrictions on our underwriting and/or a requirement to maintain additional capital, which would reduce our underwriting capacity). We are currently in the process of implementing initiatives to improve our business, including our underwriting performance, risk and capital management and governance, which, if we are unable to successfully implement could result in greater regulatory intrusion and/or enforcement action or the exercise of our regulators’ own initiative powers, which could have a material adverse effect on our business, results of operations and financial condition.

We believe it is likely there will continue to be increased regulation of, and other forms of government participation in, our industry in the future, which could materially adversely affect our business by, among other things: providing reinsurance capacity in markets and to policyholders that we target or requiring our participation in industry pools and guaranty associations; further restricting our operational or capital flexibility; expanding the scope of coverage under existing policies; regulating the terms of our (re)insurance policies; adopting further or changing compliance requirements which may result in additional costs which may adversely impact our results of operation; or disproportionately benefiting the companies domiciled in one country over those domiciled in another.

Changes in regulations that adversely affect the U.S. mortgage insurance and reinsurance market could affect our operations significantly and could reduce the demand for mortgage insurance.

In addition to the general regulatory risks to which we are subject, the reinsurance we write could also be indirectly affected by various additional regulations relating particularly to our U.S. mortgage reinsurance operations. U.S. federal and state regulations affect the scope of operations of mortgage guaranty insurers and commercial credit insurers, to whom we provide credit reinsurance. Legislative and regulatory changes could cause demand for private mortgage insurance to decrease, which could have an adverse impact on our U.S. mortgage reinsurance operations. Increases in the maximum loan amount that the U.S. Federal Housing Administration can insure, and reductions in the mortgage insurance premiums it charges, can reduce the demand for private mortgage insurance. Decreases in the maximum loan amounts government-sponsored enterprises, such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) (the “GSEs”), will purchase or guarantee, increases in GSE fees, or decreases in the maximum loan-to-value ratio for loans the GSEs will purchase, can also reduce demand for private mortgage insurance. Changes in these laws or regulations could have an indirect adverse impact on the profitability of our U.S. mortgage reinsurance business.

The United Kingdom’s withdrawal from the European Union has had, and may continue to have, an adverse impact on our business, results of operations and financial condition.

The Company continues to face regulatory costs and challenges as a result of Brexit. The United Kingdom left the European Union as of January 31, 2020 and economic relations between the United Kingdom and the European Union are now governed by a Trade and Cooperation Agreement (“TCA”). Following a report published by the European Affairs Committee in June 2022, which found that the TCA is limited in scope and silent as to E.U. equivalence in decisions over financial services, a Memorandum of Understanding (“MoU”) on regulatory cooperation between the United Kingdom and the European Union was signed in June 2023. However, the MoU does not impose binding substantive commitments nor is there any mention of taking forward the commitment in the Political Declaration accompanying the TCA regarding mutual equivalence. As a result of Brexit, Aspen UK has lost its financial services passports which provided it the license to operate across borders within the European Economic Area (the “EEA”) without obtaining local regulatory approval where insurers and cedants are located. The Company’s Lloyd’s operations are able to continue in the EEA through Lloyd’s Insurance Company, S.A. (“Lloyd’s Insurance Company”).

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However, operational and capital requirements relating thereto might result in increased costs or Funds at Lloyd’s (as defined below) and might not provide the same access to markets that the Company formerly enjoyed to conduct business in the EEA. In addition, the ability to access the EEA market through Syndicate 4711 depends on Lloyd's being able to comply with E.U. regulations through its Belgium subsidiary. Lloyd’s continues to engage in discussions with the Belgium Financial Services Markets Authority (the “Belgium FSMA”) and the National Bank of Belgium (“NBB”) regarding the Lloyd’s Insurance Company operating model and the activities performed for it by managing agents (through an outsourcing agreement between AMAL and Lloyd’s) and the question of whether it is possible that they could be construed as constituting insurance distribution under Directive (EU) 2016/97 (the “Insurance Distribution Directive”), which would therefore require them to be authorized within the EEA.

We face risks related to changes in Bermuda law and regulations, and the political environment in Bermuda.

We are incorporated and headquartered in Bermuda and one of our principal Operating Subsidiaries, Aspen Bermuda, is domiciled in Bermuda. Therefore, changes in Bermuda law and regulation may have an adverse impact on our operations, such as the imposition of tax liability, increased regulatory supervision or changes in regulation.

In addition, we are subject to changes in the political environment in Bermuda, which could make it difficult to operate in, or attract talent to, Bermuda. In addition, Bermuda, which is currently an overseas territory of the United Kingdom, may consider changes to its relationship with the United Kingdom in the future. These changes could adversely affect Bermuda or the international reinsurance market focused there, either of which could adversely impact us commercially.

Changes in current accounting practices and future pronouncements may materially impact our reported financial results.

Unanticipated developments in accounting practices may require us to incur considerable additional expenses to comply with such developments, particularly if we are required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. Such developments may also significantly impact the presentation of such financial statements and may require restatements. The impact of changes in current accounting practices and future pronouncements cannot be predicted but they may affect the calculation of net income, net equity and other relevant financial statement line items.

Other Operational Risks

Our internal controls over financial reporting have gaps or other deficiencies.

Operational risk and losses can result from, among other things, fraud, errors, failure to document transactions properly or to obtain proper internal authorization, failure to comply with regulatory requirements, information technology failures and failure to appropriately transition new hires or external events. We continue to enhance our operating procedures and internal controls (including information technology initiatives and controls over financial reporting) to effectively support our business and our regulatory and reporting requirements. Refer to Item 15D, “Changes in Internal Control over Financial Reporting.” 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 designed 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.

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We are required, pursuant to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), to furnish a report from management on, among other things, the effectiveness of our internal control over financial reporting in connection with the filing of our annual report on Form 20-F that is filed with the SEC. We also expect, assuming that we will become an accelerated filer, that our auditors will be required to express an opinion on the effectiveness of our internal control over financial reporting beginning with our first annual report on Form 20-F following our potential initial public offering of our ordinary shares (the “Initial Public Offering”). We are currently required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. In 2023, 2022 and 2021, as a result of material weaknesses in our internal control over financial reporting, management concluded that our internal controls over financial reporting were ineffective as of December 31, 2023, 2022 and 2021, respectively. All but one of the material weaknesses identified in 2021 have been remediated, with management identifying an ongoing material weakness in 2022 and 2023 in internal control over financial reporting relating to our process level procedures and controls around reinsurance premiums payable and reinsurance receivables. Additionally, as of December 31, 2023, 2022, and 2021, management concluded that our disclosure controls and procedures were ineffective in ensuring that information required to be disclosed in the reports filed or submitted to the SEC under the Exchange Act by the Company were recorded, processed, summarized and reported in a timely fashion, and were accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

To remediate the material weakness, we implemented remedial measures that included, but were not limited to:

•strengthened the outwards reinsurance teams, through a combination of hiring additional accounting and operational resources, both permanent and temporary, together with engaging external consulting and other business process third-party organizations, to ensure that we have a sufficient number of personnel with the skills and experience commensurate with the size and complexity of the organization who can effectively design and execute our process level procedures and controls around reinsurance premiums payable and reinsurance receivables, and associated disclosure controls;

•strengthened our documentation of reinsurance premiums payable and reinsurance receivables processes and procedures relating to cash matching controls, enhancing the scope of existing outward reinsurance credit controls while also implementing new outwards reinsurance credit control processes and procedures; and

•designed and implemented various additional new procedures and internal controls over reinsurance premiums payable and reinsurance receivables, improved segregation of duties and enhanced certain existing internal controls, including timeliness and accuracy of reporting.

We have, as discussed above, implemented remedial measures in advance of and as at December 31, 2023, however, these controls will need to be in operation for a sufficient period of time before management has concluded, through testing, that these new controls are operating effectively. We expect that the testing of the new controls will be completed over the first half of 2024.

The implementation of the remediation measures may not fully address the deficiencies in our disclosure controls and procedures or material weakness in our internal controls over financial reporting, and therefore we might not be able to conclude that it has been fully remediated in the future. Any such gaps or deficiencies may require significant resources to remediate and may also expose us to litigation, regulatory fines or penalties, or other losses. Inadequate process design or a failure in operating effectiveness could result in a material misstatement of our financial statements due to, but not limited to, poorly designed systems, changes in end-user computing, poorly designed information technology reports, ineffective oversight of outsourced processes, failure to perform relevant management reviews, accounting errors or duplicate payments, any of which could result in a restatement of financial accounts.

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There can be no guarantee that the deficiencies in our disclosure controls and procedures or material weakness will not recur, that additional material weaknesses will not develop, or that our remediation efforts will be successful.

If we identify any additional material weaknesses in our internal control over financial reporting, fail to properly remediate the existing material weaknesses identified, or are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act or assert that our internal control over financial reporting is effective in the future, if we are required to make restatements of our financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our securities may be adversely affected, and we could become subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to the capital markets.

We could be adversely affected by the loss of one or more of our senior underwriters or other members of our senior management team or by an inability to attract and retain senior staff.

Our success has depended and will continue to depend, in substantial part, on our ability to attract and retain our teams of underwriters in various business lines and other key employees. The loss of one or more of our senior underwriters could adversely impact our business by, for example, making it more difficult to retain clients or other business contacts whose relationship depends in part on the service of the departing personnel. In general, the loss of key services of any members of our current underwriting teams may adversely affect our business and operating results.

We also rely substantially upon the services of our senior management team. Although we have employment agreements with all members of our senior management team, if we were to unexpectedly lose the services of one or more of our senior management team or other key personnel, our business or ratings could be adversely affected. For example, an unplanned change in our senior management team could cause a risk of disruption to our business including, but not limited to, our underwriting, claims handling, reserving and financial reporting functions. We do not currently maintain key-man life insurance policies with respect to any of our employees.

Management turnover creates uncertainties and could harm our business.

We rely heavily on our executive officers to manage our operations for the success of our business. Management must have a thorough understanding of our various business lines, as well as the skills and experience necessary to manage our organization. Often, the appointment of new executives leads to changes in strategic or operating goals, which can create uncertainty and negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful. In addition, executive leadership transition periods are often difficult as the new executives gain detailed knowledge of our operations, and friction can result from changes in strategy and management style. Management turnover inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution. If we do not integrate new executives successfully, we may be unable to manage and grow our business, and our financial condition and profitability may suffer as a result. In addition, to the extent we experience additional management turnover, competition for top management is high and it may take time to find a candidate that meets our requirements. If we are unable to attract and retain qualified management personnel, our business could suffer. We are unable to predict with certainty the impact that any leadership changes may have on our business operations, prospects, financial results, retention of key professionals and other employees or morale.

Our business may be adversely affected if third-party outsourced service providers fail to satisfactorily perform certain technology and business process functions.

We outsource certain technology and business process functions to third parties including offshore and cloud service providers and may increasingly do so in the future. If we do not effectively develop, implement and monitor our outsourcing strategy, third-party providers do not perform as anticipated or we experience technological or other problems with a transition, we may not realize productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and loss of business. Our outsourcing of certain technology and business processes and functions to third parties may expose us to enhanced risks related to data security, which could result in monetary and reputational damages. In addition, our ability to receive services from third-party providers may be impacted by cultural differences, political instability, unanticipated regulatory requirements or policies. As a result, our ability to conduct our business may be adversely affected.

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We may be exposed to general employee and third-party litigation risks, which could harm our business, financial condition, and results of operations.

In the ordinary course of business, we may be involved in various litigation matters, including but not limited to commercial disputes, employee claims and class actions (including, by way of example, employee allegations of improper termination and discrimination and claims related to violations of applicable government laws regarding religious freedom, advertising and intellectual property) and from time to time may be involved in governmental or regulatory investigations or similar matters arising out of our current or future business. Any claims asserted against us, regardless of merit or eventual outcome, could harm our reputation and have an adverse impact on our relationship with our customers, partners and other third parties and could lead to additional related claims. Our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation and cause us to expend resources in our defense. Furthermore, there is no guarantee that we will be successful in defending ourselves in future litigation or similar matters under various laws. If judgments or settlements in any future litigation or investigation significantly exceed our insurance coverage, our business, financial condition, and results of operations could be adversely affected.

As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to rely on exemptions from certain of the NYSE corporate governance standards.

The corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. Although the Board is currently comprised of a majority of independent directors, as a foreign private issuer, we rely on the foreign private issuer exemption to certain NYSE rules and, where applicable, follow home country practice in lieu of the above requirements. As long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on the Board are not required to be independent directors, we are not required to have a compensation committee composed entirely of independent directors and director nominations are not required to be made, or recommended to the Board, by a nominating committee that consists entirely of independent directors. Therefore, the Board’s approach to governance may be different from other companies, and, as a result, management oversight of the Company may be more limited than if we were subject to all of the NYSE corporate governance standards. We are also subject to certain reduced disclosure obligations as a result of being a foreign private issuer. As such, investors will not have access to the same information as for similar companies that are not foreign private issuers.

In the event we no longer qualify as a foreign private issuer, if then applicable, we may rely on the “controlled company” exemption under the NYSE corporate governance rules. A “controlled company” under the NYSE corporate governance rules is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. As a controlled company, we are eligible to, and, in the event we no longer qualify as a foreign private issuer, we may, elect not to comply with certain requirements of the NYSE corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to the Board, by a nominating committee that consists entirely of independent directors and that we adopt a written charter addressing the nominations process.

Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

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We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

For so long as we qualify as a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We may no longer be a foreign private issuer as early as June 30, 2024 (the last business day of the second fiscal quarter of 2024), which would require us to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers as of January 1, 2025. In order to maintain our current status as a foreign private issuer, either (a) a majority of our voting, ordinary securities must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors cannot be U.S. citizens or residents, (ii) more than 50% of our assets must be located outside the United States and (iii) our business must be administered principally outside the United States. If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE rules. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers. Should we lose our foreign private issuer status, we will incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer, which could have a material adverse effect on our business, nature of operations and financial results.

As a foreign private issuer, there is less required publicly available information concerning us than there would be if we were a U.S. public company.

We are a “foreign private issuer,” as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our senior management and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of ordinary shares or our other securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies.

We rely on the execution of internal processes to maintain our operations and the operational risks that are inherent to our business, including those resulting from fraud or employee errors or omissions, may result in financial losses. 

We rely on the effective execution of internal processes to maintain our operations. We seek to monitor and control our exposure to risks arising from these processes through a risk control framework encompassing a variety of reporting systems, internal controls, management review processes and other mechanisms. We cannot provide absolute assurance that these processes and procedures will effectively control all known risks or effectively identify unforeseen risks, or that our employees and third-party agents will effectively implement them. Loss may result from, among other things, fraud, errors, failure to document transactions properly, failure to obtain proper internal authorization, failure to comply with underwriting or other internal guidelines or failure to comply with regulatory requirements. Loss from these risks could adversely affect our business, results of operations and financial condition. In addition, insurance policies that we have in place with third parties may not protect us in the event that we experience a significant loss from these risks.

A failure in our data security and/or technology systems or infrastructure or those of third parties, including those caused by security breaches or cyber-attacks or through the incorporation of artificial intelligence (“AI”), could disrupt our business, damage our reputation and cause losses.

Our operations rely on the secure processing, storage, and transmission of confidential and other information and assets, including in our computer systems and networks. Our business, including our ability to adequately price products and services, establish reserves, provide an effective and secure service to our customers, value our investments and report our financial results in a timely and accurate manner, depends significantly on the integrity, availability and timeliness of the data we maintain, as well as the data and assets held through third-party outsourcers, service providers and systems. Cybersecurity and technology threats can include phishing scams, account takeovers, introductions of malware, (including ransomware), attempts at electronic break-ins, and the computerized submission of fraudulent and/or duplicative payment requests. Any such breaches or interference (including attempted breaches or interference) by third parties or by insiders that may occur in the future could have a material adverse impact on our business, reputation, financial condition or results of operations.

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In an effort to ensure the integrity of such data, we implement new security measures and systems and improve or upgrade our existing security measures and systems on a continuing basis. Although we have implemented administrative and technical controls and take protective actions to reduce the risk of cyber incidents and to protect our information technology and assets, and we endeavor to modify such procedures as circumstances warrant and negotiate agreements with third-party providers to protect our assets, such measures may be insufficient to prevent, among other things, unauthorized access, computer viruses, malware or other malicious code or cyber-attack, catastrophic events, system failures and disruptions (including in relation to new security measures and systems), employee errors or malfeasance, third-party (including outsourced service providers) errors or malfeasance, loss of assets and other security events (each, a “Security Event”). Like other global companies, we have from time to time experienced, and are likely to continue to be subject to, Security Events, none of which to date have had a material adverse impact on our business, results of operations or financial condition. If additional Security Events occur, these events may jeopardize our or our policyholders’ or counterparties’ confidential and other information processed and stored with us, and transmitted through our computer systems and networks potentially resulting in a violation of applicable privacy, data protection or other laws, or otherwise cause interruptions, delays, or malfunctions in our, our policyholders’, counterparties’ or third parties’ operations, or result in data loss or loss of assets which could result in significant losses and/or fines, reputational damage or a material adverse effect on our business, financial condition or operating results. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures and to pursue recovery of lost data or assets and we may be subject to litigation and financial losses. We currently maintain cyber liability insurance that provides third-party or first party liability coverages to protect us, subject to policy limits and coverages, against certain events that could be a Security Event. However, a Security Event could nonetheless have a material adverse effect on our operating results or financial condition.

Despite the contingency plans and facilities we have in place and our efforts to observe the regulatory requirements surrounding information security, our ability to conduct business may be adversely affected by a disruption of the infrastructure that supports our business in the communities in which we are located, or of outsourced services or functions, including a disruption involving electrical, communications, transportation, or other services we use. If a disruption occurs in one location and our employees in that location are unable to conduct business or communicate with other locations, our ability to service and interact with policyholders may suffer and we may not be able to successfully implement contingency plans that depend on communication. If sustained or repeated, such business interruption, system failure, service denial or data loss and/or damage could result in a deterioration of our ability to write and process business, provide customer service, pay claims in a timely fashion or perform other necessary business functions.

For further details, please refer to Item 16K, “Cybersecurity.”

Damage to our computer infrastructure and software systems and issues relating to the incorporation of artificial intelligence solutions into our systems, or those of our competitors and suppliers, could harm our business.

We may incorporate traditional and generative AI solutions into our information systems, products, offerings, services and features, and these solutions may become important in our operations over time. The ever-increasing use and evolution of technology, including cloud-based computing and AI, both within our own systems and within those of our suppliers, heightens the risk of cybersecurity incidents in the future and creates opportunities for the potential loss or misuse of personal data that forms part of any data set and was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third party providers’ systems, portable media or storage devices may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims. If the content, analyses, or recommendations that AI programs assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected. AI programs may be costly and require significant expertise to develop, may be difficult to set up and manage, and require periodic upgrades. There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate ongoing advancements into our AI initiatives, including access to the licensing of key intellectual property from third parties. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Our competition may have access to greater financial and technological resources, giving them a competitive advantage in recruiting, motivating, and retaining sought-after AI professionals. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

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Such matters could have a negative impact to our business and result in business interruptions, remediation costs and/or legal claims, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Compliance with ever evolving national, federal, state, and international laws relating to the handling of information collected from or about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity and/or an erosion of trust, which could materially adversely affect our business, results of operations and financial condition.

We receive, store, handle, transmit, use and otherwise process business information and information related to individuals, including from and about actual and prospective customers, policy holders, as well as our employees and service providers. We also depend on a number of third party vendors in relation to the operation of our business, a number of which process data on our behalf.

We are subject to a range of data privacy and cyber security laws globally including those that apply generally to the handling of information about individuals, and those that are specific to certain industries, sectors, contexts or locations. These requirements, and their application, interpretation and amendment are constantly evolving and developing as set out in Item 4, “Information on the Company — Regulatory Matters - Bermuda - Privacy & Cybersecurity Laws.”

Our business is also subject to the Bermuda Personal Information Protection 2016 Act (“PIPA”). For more information, refer to Item 4, “Information on the Company — Regulatory Matters— Bermuda — Privacy & Cybersecurity Laws.” In addition to U.K./E.U. and Bermuda privacy laws, our business is subject to various U.S. state and federal privacy legislation, including both state financial privacy and insurance laws which apply specifically to our business lines, and potentially more generally applicable state privacy laws, with the most comprehensive having been enacted in California. The applicability of these state comprehensive laws to the business of insurance is not yet settled. U.S. state legislatures, attorneys general, and insurance and other regulatory bodies continue to develop and implement further standards and governance requirements. Such evolving privacy and data security regulations could expose our business to reputational harm and cause losses.

We depend on a number of third parties in relation to the operation of our business, a number of which process personal data on our behalf. There can be no assurances that the privacy and security-related measures and safeguards we have put in place in relation to these third parties will be effective to protect us and/or the relevant personal data from the risks associated with the third-party processing, storage and transmission of such data. Any violation of data or security laws, or of our relevant measures and safeguards, by our third party processors could have a material adverse effect on our business, result in applicable fines and penalties, damage our reputation and/or result in civil claims.

We are also subject to evolving E.U. and U.K. privacy laws on cookies, tracking technologies and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies. If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases as seen in recent guidance and decisions continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins and subject us to additional liabilities. In light of the complex and evolving nature of E.U., E.U. Member State and U.K. privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions and reputational damage.

We use analytical models to assist our decision making in key areas such as underwriting, claims, reserving, and catastrophe risks but actual results could differ materially from the model outputs and related analyses.

We have made substantial investments to develop proprietary analytic and modeling capabilities to facilitate our underwriting, risk management, capital modeling and allocation, and risk assessments relating to the risks we assume. We also use vendor models where available and, where appropriate, we use our proprietary model in combination with vendor models. These models and other tools help us to manage our risks, understand our capital utilization and risk aggregation, inform management and other stakeholders of capital requirements and seek to improve the risk/return profile or optimize the efficiency of the amount of capital we apply to cover the risks in the individual contracts we sell and in our portfolio as a whole. However, given the inherent uncertainty of modeling techniques and the application of such techniques, the possibility of human or systems error, the challenges inherent in consistent application of complex methodologies in a fluid business environment and other factors, our models, tools and databases may not accurately address the risks we currently cover or the emergence of new matters which might be deemed to impact certain of our coverages.

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Furthermore, there are risks associated with catastrophic events, which are either poorly represented or not represented at all by analytical models. Each modeling assumption or un-modeled risk introduces uncertainty into the estimates that management must consider. These uncertainties can include, but are not limited to, the following:

–The models do not address all the possible hazard characteristics of a catastrophe peril (e.g., the precise path and wind speed of a hurricane);

–The models may not accurately reflect the true frequency of events;

–The models may not accurately reflect a risk’s vulnerability or susceptibility to damage for a given event characteristic;

–The models may not accurately represent loss potential to reinsurance contract coverage limits, terms and conditions; and

–The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impact on insurance claim payments during or following a catastrophe event.

Accordingly, our models may understate the exposures we are assuming. Conversely, our models may prove too conservative and contribute to factors which may impede our ability to grow in respect of new markets or perils or in connection with our current portfolio of coverages or the loss environment otherwise may prove more benign than our capital loading for catastrophes or other modeled losses. In such case of excess capital, we would make a judgment about redeploying the capital in lines of businesses or pursuing other capital management activities, such as dividends or share repurchases, which judgment will also depend on modeling techniques and results. If capital models prove inadequate, our result of operations and financial condition may be materially adversely impacted.

Our controlling shareholder owns all of our ordinary shares and has the power to determine the affairs of the Company, including in ways not favorable to the interests of holders of the preference shares.

Parent owns 100% of the ordinary shares of the Company. As a result, Parent has power to elect our directors and to determine the outcome of any action requiring shareholder approval. Parent’s interests may differ from the interests of the holders of the preference shares and, given Parent’s controlling interest in the Company, circumstances may arise under which it may exercise its control in a manner that is not favorable to the interests of the holders of the preference shares.

From time to time in the future, we may issue additional ordinary shares, securities convertible into ordinary shares, or other equity securities (including those with rights, preferences and privileges that are senior to those of our other securities, including the preference shares) to raise additional capital or pursuant to a variety of transactions.

Risks Related to Our Preference Shares and our Proposed Initial Public Offering

No assurance can be given that we will complete our proposed Initial Public Offering or that we will be successful in listing our ordinary shares on the NYSE.

In December 2023, we filed a registration statement with the SEC relating to a proposed Initial Public Offering of our ordinary shares. Completing the Initial Public Offering will require the SEC to declare the registration statement on Form F-1 effective, and listing our ordinary shares on the NYSE will require the approval of the NYSE. Moreover, in addition to required regulatory actions, a decision to proceed with the Initial Public Offering and listing of our ordinary shares on the NYSE depends on our evaluation of market conditions and other factors, many of which are beyond our control. Accordingly, there can be no assurance as to when, or even if, we will be able to complete the Initial Public Offering or successfully list our ordinary shares on the NYSE.

We cannot guarantee the terms, including the public offering price per ordinary share, on which the contemplated Initial Public Offering may be completed. The Initial Public Offering price of the ordinary shares sold in any such offering will be discussed between us and the representatives of the underwriters of such offering. Among the factors that we expect to consider in determining the initial public offering price per ordinary share, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses. Thereafter, the market price of shares of our ordinary shares on the NYSE will depend on numerous factors and may be volatile, and an active trading market may not develop or be maintained.

Our holding company structure and certain Companies Act, regulatory and other constraints may limit our ability to pay dividends on our securities.

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Aspen Holdings is a holding company and, as such, it does not have any significant operations. Aspen Holdings’ assets primarily consist of ownership of the shares of its subsidiaries, including our Operating Subsidiaries, a portfolio of fixed income securities and cash and cash equivalents. Dividends and other permitted distributions and loans from our Operating Subsidiaries are expected to be our sole source of funds to meet ongoing cash requirements, including our debt service payments and other expenses, and dividend payments to our ordinary shareholders or preference shareholders, as appropriate. Our Operating Subsidiaries are subject to capital, regulatory and other requirements that inform their ability to declare and pay dividends and make loans to other Aspen Group companies. See Item 4, “Business Overview— Regulatory Matters — Bermuda — Restrictions on Dividends, Distributions and Reduction of Capital,” “Business Overview — Regulatory Matters — U.K. and E.U. Regulation — Restrictions on Dividend Payments,” and “Business Overview — Regulatory Matters — U.S. Regulation — State Dividend Limitations” below and “Operating and Financial Review and Prospects — Liquidity and Capital Resources” in Item 5 below for more information on our ability to pay dividends. These and other requirements may mean that our Operating Subsidiaries are unable to pay sufficient dividends to enable us to meet our ongoing cash requirements, which could materially adversely affect our liquidity or financial condition. As we are a holding company, our right, and hence the right of our creditors and shareholders, to participate in any distribution of assets by any of our subsidiaries, upon our liquidation or reorganization or otherwise, is subject to the prior claims of policyholders and creditors of these subsidiaries.

Additionally, we are subject to Bermuda regulatory constraints that affect our ability to pay dividends and make other distributions on our ordinary shares, preference shares or other securities. Under the Companies Act (as defined herein) we may declare or pay a dividend only if we have reasonable grounds to believe that we are, and would after the payment be, able to meet our liabilities as they become due and if the realizable value of our assets would thereby not be less than our liabilities. See Item 4, “Business Overview— Regulatory Matters — Bermuda — Restrictions on Dividends, Distributions and Reduction of Capital,” “Business Overview — Regulatory Matters — U.K. and E.U. Regulation — Restrictions on Dividend Payments,” and “Business Overview — Regulatory Matters — U.S. Regulation — State Dividend Limitations” below and “Operating and Financial Review and Prospects — Liquidity and Capital Resources” in Item 5 below for more information on our ability to pay dividends. Additionally, agreements relating to our debt, including our revolving credit facility and 2026 Term Loan (as defined below), contain covenants that may limit our ability to pay cash dividends on our ordinary shares if a default or event of default has occurred and is continuing or would result therefrom.

U.S. persons who own our securities may have more difficulty in protecting their interests than U.S. persons who are shareholders of a U.S. corporation.

The Companies Act, which applies to us, differs in some material respects from laws generally applicable to U.S. corporations and their shareholders. These differences include, but are not limited to, the manner in which directors must disclose transactions in which they have an interest, the rights of shareholders to bring class action and derivative lawsuits, the scope of indemnification available to directors and officers and provisions relating to the amalgamations, mergers and acquisitions and takeovers. Holders of our preference shares may therefore have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the U.S.

Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companies typically do not have rights to take action against directors or officers of the company and may only do so in limited circumstances. Class actions and derivative actions are typically not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company. Additionally, under our bye-laws and as permitted by Bermuda law, each shareholder has waived any claim or right of action against our directors or officers for any action taken by directors or officers in the performance of their duties, except for actions involving fraud or dishonesty. In addition, the rights of holders of our securities and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in U.S. jurisdictions, particularly the State of Delaware.

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Members of the Board are permitted to participate in decisions in which they have interests that are different from those of the other shareholders.

Under Bermuda law, directors are not required to recuse themselves from voting on matters in which they have an interest. The directors may have interests that are different from, or in addition to, the interests of the shareholders. Provided the directors disclose their interests in a matter under consideration by the Board in accordance with Bermuda law and our bye-laws, they are entitled to participate in the deliberation on and vote in respect of that matter.

We are a Bermuda company and it may be difficult to effect service of process on us or enforce judgments against us or our directors and executive officers in the United States.

We are incorporated under the laws of Bermuda and our business is based in Bermuda. In addition, certain of our directors and officers reside outside the United States, and a substantial portion of our assets and the assets of such persons are located in jurisdictions outside the United States. As such, it may be difficult or impossible to effect service of process upon us or those persons in the United States or to recover against us or them on judgments of U.S. courts, including judgments predicated upon civil liability provisions of the U.S. federal securities laws.

We have been advised by Bermuda counsel that currently there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.

In addition to and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to public policy in Bermuda. It is the advice of our Bermuda counsel that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.

Our bye-laws contain an exclusive jurisdiction provision that may discourage lawsuits against us and our directors and officers.

Unless we consent in writing to the selection of an alternative forum, in the event that any dispute arises concerning the Companies Act or out of or in connection with our bye-laws, including any question regarding the existence and scope of any bye-law and/or whether there has been any breach of the Companies Act or our bye-laws by one of our officers or directors (whether or not such a claim is brought in the name of a shareholder or in the name of the Company), any such dispute shall be subject to the exclusive jurisdiction of the Supreme Court of Bermuda. For the avoidance of doubt, this exclusive jurisdiction clause does not apply to actions predicated upon civil liability protections of U.S. federal securities laws or actions arising under the Securities Act or the Exchange Act.

This exclusive jurisdiction provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations and financial condition.

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Risks Related to Taxation

Our structure involves complex provisions of tax law for which no clear precedent or authority may be available, and is subject to ongoing future potential legislative, judicial or administrative and differing interpretations.

The tax treatment of our structure and transactions undertaken by us depends in some instances on determinations of fact and interpretations of complex provisions of tax law for which no clear precedent or authority may be available. In addition, tax rules are constantly under review, which frequently results in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations.

We cannot predict whether any particular proposed legislation will be enacted or, if enacted, what the specific provisions or the effective date of any such legislation would be, or whether it would have any effect on us. As such, we cannot assure you that future legislative, administrative or judicial developments will not result in an increase in the amount of tax payable by us, our subsidiaries or investors. If any such developments occur, our business, results of operations and cash flows could be adversely affected and such developments could have an adverse effect on your investment in our shares.

Our effective tax rate and tax liability is based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner in which they apply to us and our subsidiaries is sometimes open to interpretation. Significant management judgment is required in determining our provision for income taxes and our deferred tax assets and liabilities. Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities could challenge our interpretation and the final determination of tax upon resolution of any such challenge could be materially different from our historical tax provisions and accruals. Should additional material taxes be assessed, there could be an adverse effect on our results of operations and cash flows in the period or periods for which that determination is made.

The application of recently enacted U.S. tax reform and regulations promulgated thereunder to us is complex, and may have a material adverse effect on your investment.

The Tax Cuts and Jobs Act (the “2017 Act”) was passed by the U.S. Congress and signed into law on December 22, 2017, with certain provisions intended to eliminate certain perceived tax advantages of companies (including insurance companies) that have legal domiciles outside the U.S., but have certain U.S. connections, and U.S. persons investing in such companies. Among other things, the 2017 Act revised the rules applicable to passive foreign investment companies (“PFICs”) and controlled foreign corporations (“CFCs”) in ways that could affect the timing or amount of U.S. federal income taxes imposed on certain investors that are U.S. persons. Further, it is possible that other legislation could be introduced and enacted by the current Congress or future Congresses that could have an adverse impact on Aspen Holdings and its subsidiaries or U.S. shareholders. Additionally, tax laws and interpretations regarding whether a company is engaged in a U.S. trade or business or whether a company is a CFC or a PFIC or has related person insurance income (“RPII”) are subject to change, possibly on a retroactive basis. The Treasury Department recently issued final and proposed regulations intended to clarify the application of the insurance income exception to the classification of a non-U.S. insurer as a PFIC and provide guidance on a range of issues relating to PFICs, and recently issued proposed regulations that would expand the scope of the RPII rules. New regulations or pronouncements interpreting or clarifying such rules may be forthcoming as well. We cannot be certain if, when, or in what form such regulations or pronouncements may be provided and whether such guidance will have a retroactive effect.

Our non-U.S. companies may be subject to U.S. taxes, which may have a material adverse effect on our operating results and your investment.

Aspen Holdings and its non-U.S. subsidiaries (other than AUL and Aspen UK) intend to manage their business so that they are not treated as engaged in a trade or business within the United States and thus not subject to U.S. federal income tax on their net income. However, because there is considerable uncertainty as to the activities which constitute being engaged in a trade or business within the United States, we cannot be certain that the U.S. Internal Revenue Service (“IRS”) will not contend successfully that one or more of these companies is engaged in a trade or business in the United States. If any of these companies is considered to be engaged in a trade or business in the United States during a taxable year, it generally will be subject to U.S. federal income tax (including an additional branch profits tax) on its net income that is treated as effectively connected with the conduct of a U.S. trade or business for such year (except to the extent an applicable income tax treaty provides otherwise), in which case its operating results could be materially adversely affected.

Non-U.S. corporations not engaged in a trade or business within the United States are nonetheless subject to United States income tax imposed by withholding on certain “fixed or determinable annual or periodic gains, profits and income”

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derived from sources within the United States (such as dividends and certain interest on investments), subject to exemption under the Code or reduction by applicable treaties.

The United States also imposes an excise tax on insurance and reinsurance premiums (“FET”) paid to non-U.S. insurers or reinsurers that are not eligible for the benefits of a U.S. income tax treaty that provides for an exemption from the FET with respect to risks (i) of a U.S. entity or individual, located wholly or partially within the United States and (ii) of a non-U.S. entity or individual engaged in a trade or business in the U.S., located within the United States. The rates of tax are 4% for property casualty insurance premiums and 1% for reinsurance premiums.

Our non-U.K. companies may be subject to U.K. tax, which may have a material adverse effect on our operating results and your investment.

Our subsidiaries that are incorporated in the United Kingdom (the “U.K. Subsidiaries”) and APJ Asset Protection Jersey Limited, a Jersey registered insurance company (“APJ Jersey”), should be treated as resident in the United Kingdom and accordingly be subject to U.K. tax in respect of their worldwide income and gains. Any change in the basis or rate of U.K. corporation tax or HMRC’s practice and interpretation of U.K. tax law could materially adversely affect the business, prospects, financial condition or results of operations of the U.K. resident companies or their ability to provide returns to shareholders. The U.K. corporation tax rate is currently 25%.

The Organization for Economic Co-operation and Development (“OECD”) published its final reports on Base Erosion and Profit Shifting (“BEPS Reports”) in October 2015, containing recommendations on measures to coordinate multilateral action on international tax rules.

The implementation of recommendations arising from the action points comprising BEPS has resulted in significant changes to local tax legislation and international tax treaties over recent years. For example, BEPS has resulted in jurisdictions implementing laws which (among other things): limit deductibility of interest payments; expand the scope of permanent establishments (thereby extending the scope of jurisdictions’ taxing rights); counteract hybrid mismatch arrangements; and strengthen “Controlled Foreign Company” rules. U.K. domestic legislation introduced in relation to hybrid mismatches came into effect on January 1, 2017, and legislation to restrict tax deductions for interest expenses of large groups was brought into effect from April 1, 2017.

In addition, domestic law implementation of BEPS has resulted in taxpayers and/or their advisers and intermediaries being required to engage in discussions and disclose information to tax authorities regarding their tax affairs and transactions. Accordingly, Aspen Group may be required to enter into discussions with and provide information to tax authorities which may require the disclosure of transactions and operations of the Aspen Group, in addition to its obligations under the related information reporting measures (including E.U. and other mandatory disclosure regimes, such as Council Directive 2014/107/EU of 9 December 2014 and Council Directive 2018/822 EU of 25 May 2018) (commonly known as “DAC 6”) and the U.K. domestic mandatory disclosure regime (“MDR”)). At the end of the Brexit transition period on December 31, 2020, obligations requiring the United Kingdom to implement DAC 6 fell away and temporary legislation (effective December 31, 2020) was published, narrowing the scope of the United Kingdom’s DAC 6 regulations. On January 17, 2023, HMRC published final regulations (to replace the United Kingdom’s DAC 6), the U.K. MDR, which are broadly in line with the OECD’s mandatory disclosure rules and which took effect from March 28, 2023. The U.K. MDR requires taxpayers and intermediaries to disclose information regarding certain types of OECD Common Reporting Standard avoidant arrangements and opaque offshore structures to HMRC. Under the MDR as now in effect, the Company or any of its advisors or intermediaries may be required to enter into discussions with, or make certain disclosures to, HMRC regarding its arrangements and structure.

Further reforms have been, and are expected to be made in response to the proposed extensions of BEPS (i.e., BEPS: Pillar One and Two, commonly known as “BEPS 2.0”). For more information, see “—The OECD’s initiative to limit harmful tax competition may result in higher taxation and increased complexity, burden and cost of compliance.” BEPS and BEPS 2.0 may (depending on their final implementation) have a material adverse effect on our intra-group arrangements, our operations, and our results. Relevant to our U.K. Subsidiaries and APJ Jersey, the U.K. enacted legislation in July 2023 which implements one aspect of Pillar Two (the income inclusion rule imposing top-up tax on a parent entity in respect of the low-taxed income of a constituent entity) via a “multinational top-up tax” (“MTT”) together with a “domestic top-up tax”. Broadly, the multinational top-up tax and domestic top-up tax will apply to multinational groups with revenues of at least €750 million for accounting periods beginning on or after December 31, 2023. On February 22, 2024, the U.K. enacted amendments to the MTT including new provisions relating to the U.K.’s implementation of an under-taxed payments rule and a new domestic top-up tax, both of which are intended to apply for accounting periods beginning on or after December 31, 2024. The U.K. legislation implementing the BEPS 2.0 reforms is complex and in particular may be affected by the implementation (or lack thereof) of similar rules in other jurisdiction in which we operate (for example, see “—Measures

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taken in response to the OECD’s BEPS Reports and initiatives to limit harmful tax competition may result in higher taxation and increased complexity, burden and cost of compliance”).

Legislation restricting the amount of U.K. profit in any particular accounting period that can be offset by historical tax losses was brought into effect from April 1, 2017. Should utilization of any tax losses be delayed or restricted as a result of this legislation, this could have a material adverse effect on our results.

The U.K. diverted profits tax (“DPT”) is separate from U.K. corporation tax and is set at a charge 6% higher than the standard rate of corporation tax. The DPT is an anti-avoidance measure aimed at protecting the U.K. tax base against the artificial diversion of profits that are being earned by activities carried out in the United Kingdom but which are not otherwise being taxed in the United Kingdom, in particular as a result of arrangements amongst companies in the same multinational group. The United Kingdom’s network of tax treaties does not offer protection from a DPT charge. In the event that the rules apply to certain arrangements, then upfront payment of HMRC’s estimate of the deemed tax liability may be required. If any of our U.K. or non-U.K. companies is liable for DPT as a result of intra-group arrangements, this could have a material adverse effect on our results.

On June 19, 2023, HMRC announced a consultation regarding potential reforms to three areas of the United Kingdom’s international tax legislation (transfer pricing, permanent establishment and DPT) with a view to achieving closer alignment with international tax rules and simplification and clarification of certain aspects of these rules. Although it is not yet possible to predict whether and to what extent HMRC’s response to this consultation could impact us, any extension of the scope of the U.K.’s transfer pricing rules or broadening of the U.K.’s definition of permanent establishment could have adverse effects on our results of operations.

Our U.K. and U.S. operations may be adversely affected by a transfer pricing adjustment in computing U.K. or U.S. taxable profits.

Any arrangements between U.K.-resident entities of the Aspen Group and other members of the Aspen Group are subject to the U.K. transfer pricing regime. Consequently, if any agreement (including any reinsurance agreements) between a U.K.-resident entity of the Aspen Group and any other Aspen Group entity (whether that entity is resident in or outside the United Kingdom) is found not to be on arm’s length terms and as a result a U.K. tax advantage is being or has been obtained, an adjustment will be required to compute U.K. taxable profits as if such an agreement were or had been on arm’s length terms. Similar rules apply in the United States and would have a similar impact on our U.S. resident entities if transfer pricing adjustments were required. Any transfer pricing adjustment could adversely impact the tax charge suffered by the relevant U.K. or U.S. resident entities of the Aspen Group.

The BEPS Reports included a recommendation that groups should be required to report details of their operations and intra-group transactions in each jurisdiction, known as country by country reporting (“CBCR”). The U.K. has implemented these recommendations with effect from January 1, 2016. It is possible that our approach to transfer pricing may become subject to greater scrutiny from the tax authorities in the jurisdictions in which we operate, which may lead to transfer pricing audits in the future. Any transfer pricing adjustment could adversely impact the tax charge suffered by the relevant entities of the Aspen Group.

Recent and future changes in U.S. federal income tax law or the manner in which it is interpreted could materially adversely affect our results of operations.

The Inflation Reduction Act of 2022 (the “IRA”) contains a number of tax-related provisions, including a 15% corporate alternative minimum tax imposed on certain corporations that meet an income-based test, as well as a 1% nondeductible excise tax on certain stock repurchases. It is unclear how these provisions of the IRA will be applied and what impact the IRA will have on our tax liability. We will continue to evaluate the IRA’s impact as further information becomes available.

It is possible that other legislation could be introduced and enacted by the current Congress or future Congresses of the United States, or that regulations or other interpretations could be issued, possibly with retroactive effect, that could have an adverse impact on us or our shareholders. These recent and potential future changes in law or interpretation could materially adversely affect our business, access to capital, financial condition and results of operations.

U.S. persons who hold 10% or more of the total voting power or value of our shares may be subject to U.S. federal income taxation on our undistributed earnings.

In general, a “10% U.S. Shareholder” (as defined below) of a non-U.S. corporation that is a CFC at any time during a taxable year must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC’s “subpart F

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income” and “tested income” (with various adjustments) with respect to any shares that such 10% U.S. Shareholder owns in such non-U.S. corporation (directly or indirectly through certain entities) on the last day in the non-U.S. corporation’s taxable year on which it is a CFC, even if the subpart F income or tested income is not distributed. A “10% U.S. Shareholder” generally is a U.S. person that owns (directly, indirectly through non-U.S. entities or by attribution by application of the constructive ownership rules of section 958(b) of the Code (i.e., “constructively”)) at least 10% of the total combined voting power or value of all classes of stock of a non-U.S. corporation. “Subpart F income” of a CFC generally includes “foreign personal holding company income” (such as interest, dividends and other types of passive income), as well as insurance and reinsurance income (including underwriting and investment income), and tested income is generally any income of the CFC other than subpart F income and certain other categories of income. An entity treated as a foreign corporation for U.S. federal income tax purposes generally is considered a CFC if 10% U.S. Shareholders own (directly, indirectly through non-U.S. entities or constructively), in the aggregate, more than 50% of the total combined voting power of all classes of voting stock of that non-U.S. corporation or more than 50% of the total value of all stock of that non-U.S. corporation. However, for the purposes of taking into account insurance income, these 50% thresholds are generally reduced to 25%. Further, special rules apply for purposes of taking into account any RPII of a non-U.S. corporation, as described below.

Whether Aspen Holdings is a CFC for a taxable year will depend upon facts regarding our direct and indirect shareholders, about which we have limited information. Accordingly, no assurance can be provided that Aspen Holdings will not be a CFC. Further, regardless of whether Aspen Holdings is a CFC, most or all of our non-U.S. subsidiaries are generally treated as CFCs because our U.S. subsidiaries generally are treated as constructively owning the stock of our non-U.S. subsidiaries. Accordingly, any 10% U.S. Shareholders of Aspen Holdings may be required to include in gross income for U.S. federal income tax purposes for each taxable year their pro rata shares of all or a portion of the subpart F income and tested income generated by our non-U.S. companies (with various adjustments), regardless of whether any distributions are made to them. Any such 10% U.S. Shareholders should consult their own tax advisors regarding the application of these rules to them.

U.S. persons who hold our shares may be subject to U.S. federal income taxation at ordinary income rates on their proportionate share of our related person insurance income.

In general, if a non-U.S. corporation is a “RPII CFC” (as defined below) at any time during a taxable year, a U.S. person who owns (directly or indirectly through certain entities) any shares of the non-U.S. corporation (a “U.S. RPII Shareholder”) must include in its gross income for U.S. federal income tax purposes its pro rata share of the non-U.S. corporation’s RPII with respect to any shares that such U.S. RPII Shareholder owns (directly or indirectly through certain entities) on the last day in the non-U.S. corporation’s taxable year, even if the RPII is not distributed. Further, a U.S. RPII Shareholder’s pro rata share of any RPII is determined as if all RPII for the taxable year were distributed proportionately only to U.S. RPII Shareholders on that date but generally may not exceed the U.S. RPII Shareholder’s pro rata share of the non-U.S. corporation’s earnings and profits for the taxable year. In addition, a U.S. RPII Shareholder is required to comply with certain reporting requirements, regardless of the number of shares owned by the U.S. RPII Shareholder.

For these purposes, a “RPII CFC” is any non-U.S. corporation if, on any day of its taxable year, U.S. RPII Shareholders collectively own (directly, indirectly through non-U.S. entities or constructively) 25% or more of the total combined voting power of all classes of stock of such corporation entitled to vote or 25% or more of the total value of the stock of such corporation. However, the RPII rules generally do not apply with respect to a non-U.S. corporation if either (i) at all times during its taxable year less than 20% of the total combined voting power of all classes of stock of the corporation entitled to vote and less than 20% of the total value of the corporation is owned (directly or indirectly) by persons who are (directly or indirectly) insured under any policy of insurance or reinsurance issued by the corporation or who are related persons to any such person (the “ownership exception”), or (ii) the RPII (determined on a gross basis) of the corporation for the taxable year is less than 20% of its gross insurance income for the taxable year (the “de minimis exception”).

We believe that each of our non-U.S. Operating Subsidiaries and each of Peregrine and APJ Jersey is a RPII CFC. Nonetheless, we expect that each such company will qualify for one or both of the ownership exception and the de minimis exception in the current taxable year and for the foreseeable future. However, the RPII provisions have never been interpreted by the courts, and regulations interpreting the RPII provisions exist only in proposed form. Certain recently issued proposed regulations would expand the scope of RPII. It is not certain whether any of these regulations will be adopted in their proposed form or what changes or clarifications might ultimately be made thereto or whether any such changes, as well as any interpretation or application of the RPII rules by the IRS, the courts, or otherwise, might have retroactive effect. The U.S. Treasury Department has authority to impose, among other things, additional reporting requirements with respect to RPII. Accordingly, the meaning of the RPII provisions and the application thereof to us is uncertain. Further, the applicability of the ownership and de minimis exceptions and the RPII rules more generally depends

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upon facts regarding our direct and indirect shareholders and insureds, about which we have limited information. Accordingly, no assurances can be provided that any of our companies will satisfy either exception. Moreover, to the extent the exceptions do not apply, we may be unable to correctly determine the amount of RPII that any U.S. RPII Shareholder is required to take into account.

U.S. persons who dispose of our shares may be subject to U.S. federal income taxation at the rates applicable to dividends on a portion of such disposition.

Section 1248 of the Code may apply to a disposition of our preference shares in certain circumstances. Section 1248 provides that if a U.S. person sells or exchanges stock in a non-U.S. corporation and such person owned, directly, indirectly through certain non-U.S. entities or constructively, 10% or more of the voting power of the corporation at any time during the five-year period ending on the date of disposition when the corporation was a CFC, any gain from the sale or exchange of the shares (whether preferred or ordinary shares) will be treated as a dividend to the extent of the CFC’s earnings and profits (determined under U.S. federal income tax principles) during the period that the shareholder held the shares and while the corporation was a CFC (with certain adjustments).

Additionally, Section 1248, in conjunction with the RPII rules, generally provides that if a U.S. person disposes of shares in a RPII CFC (determined without regard to the ownership or de minimis exceptions) that would be taxable as an insurance company under the Code if it were a U.S. corporation, any gain from the disposition will generally be treated as a dividend to the extent of the holder’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the holder owned the shares (whether or not such earnings and profits are attributable to RPII). In addition, such a holder will be required to comply with certain reporting requirements, regardless of the number of shares owned by the holder. These RPII rules should not apply to dispositions of our shares because Aspen Holdings will not itself be directly engaged in the insurance business. However, as discussed above, there is uncertainty in the interpretation of the RPII provisions and thus no assurances can be provided.

U.S. persons who hold our shares may be subject to adverse tax consequences if we are considered to be a passive foreign investment company.

If Aspen Holdings is characterized as a PFIC, a U.S. person holding shares of Aspen Holdings generally would be subject to an increased tax liability at the time of the sale at a gain of, or receipt of an “excess distribution” with respect to, their shares. In addition, if Aspen Holdings is considered a PFIC, upon the death of any U.S. individual owning shares, such individual’s heirs or estate would not be entitled to a “step-up” in the basis of the shares that might otherwise be available under U.S. federal income tax laws.  Further, a distribution paid by Aspen Holdings to U.S. shareholders that is characterized as a dividend and is not characterized as an excess distribution will not be eligible for reduced rates of tax as qualified dividend income if Aspen Holdings is considered a PFIC in the taxable year in which such dividend is paid or was a PFIC in the preceding taxable year. A U.S. shareholder may also be subject to additional information reporting requirements, including the filing of an IRS Form 8621, if Aspen Holdings is a PFIC. These rules generally will apply to a U.S. person if Aspen Holdings was a PFIC at any time during the U.S. person’s holding period with respect to our shares. Different consequences may apply if the U.S. person has elected to treat Aspen Holdings as a “qualified electing fund” or if the U.S. person is a 10% U.S. Shareholder of Aspen Holdings and Aspen Holdings is a CFC.

Further, if Aspen Holdings is considered a PFIC for any taxable year and our shares are treated as “marketable stock” in such year, then a U.S. shareholder may make a mark-to-market election with respect to its shares. The shares will be marketable if they are regularly traded on certain qualifying stock exchanges, including the NYSE. However, there can be no assurance that such election will be available. Additionally, because a mark-to-market election usually cannot be made for any lower-tier PFICs, a U.S. holder will generally continue to be subject to the special tax rules discussed above with respect its indirect interest in any non-U.S. subsidiary of Aspen Holdings classified as a PFIC. As a result, it is possible that any mark-to-market election with respect to our shares will be of limited benefit. In general, if a U.S. holder of our shares were to make a timely and effective mark-to-market election, such holder would include in its taxable income each year the excess, if any, of the fair market value of its shares at the end of the taxable year over its adjusted basis in such shares. Amounts included in taxable income are treated as gains on the sale of the shares and are taxed as ordinary income. Any gain recognized by such holder on the sale or other disposition of our shares would be ordinary income, and any loss would be an ordinary loss to the extent of the net amount of previously included income as a result of the mark-to-market election and, thereafter, a capital loss. U.S. investors are urged to consult with their tax advisors regarding the availability and consequences of making a mark-to-market election with respect to our shares.

In general, a non-U.S. corporation will be a PFIC during a given year if (i) 75% or more of its gross income constitutes “passive income” (the “75% test”) or (ii) 50% or more of its assets produce (or are held for the production of) passive

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income (the “50% test”). For these purposes, passive income generally includes interest, dividends, annuities and other investment income. However, the PFIC provisions contain a look-through rule under which a non-U.S. corporation that directly or indirectly owns at least 25% of the value of the stock of another corporation generally is treated, for purposes of determining whether it is a PFIC, as if it received directly its proportionate share of the income, and held its proportionate share of the assets, of the other corporation (the “look-through rule”). As a result, it is expected that the PFIC status of Aspen Holdings should generally depend on the application of the look-through rule to its subsidiaries and whether the income and assets of its subsidiaries will be characterized as passive or active for this purpose. In addition, pursuant to an insurance exception, (a) passive income does not include income that a qualifying insurance corporation (“QIC”) derives in the active conduct of an insurance business or income of a qualifying domestic insurance corporation (“QDIC”) (generally, a U.S. corporation with respect to which the look-through rule applies that is taxable as an insurance company and is subject to U.S. federal income tax on its net income), and (b) passive assets do not include assets of a QIC available to satisfy liabilities of the QIC related to its insurance business, if the QIC is engaged in the active conduct of an insurance business, or assets of a QDIC.

Generally, a non-U.S. corporation will be a QIC for a taxable year if it would be taxable as an insurance company if it were a U.S. corporation and its applicable insurance liabilities constitute more than 25% of its total assets for a taxable year. Further, under recently proposed regulations (the “2021 Proposed Regulations”), a QIC is engaged in the “active conduct” of an insurance business only if it satisfies either a “factual requirements test” or an “active conduct percentage test.” The factual requirements test requires that the officers and employees of the QIC carry out substantial managerial and operational activities on a regular and continuous basis with respect to its core functions (generally its underwriting activities, investment activities, contract and claims management activities and sales activities) and that they perform virtually all of the active decision-making functions relevant to underwriting functions. The active conduct percentage test generally requires that (i) the total costs incurred by the QIC with respect to its officers and employees for services rendered with respect to its core functions (other than investment activities) equal or exceed 50% of the total costs incurred by the QIC with respect to its officers and employees and any other person or entities for services rendered with respect to its core functions (other than investment activities) and (ii) to the extent the QIC outsources any part of its core functions to unrelated entities, officers and employees of the QIC with experience and relevant expertise must select and supervise the person that performs the outsourced functions, establish objectives for performance of the outsourced functions and prescribe rigorous guidelines relating to the outsourced functions which are routinely evaluated and updated. Under certain exceptions, however, a QIC that has no or only a nominal number of employees or that is a vehicle that has the effect of securitizing or collateralizing insurance risks underwritten by other insurance or reinsurance companies or is an insurance linked securities fund that invests in securitization vehicles generally is deemed not engaged in the active conduct of an insurance business. The officers and employees of certain related entities generally may be taken into account for these purposes, provided that the QIC exercises regular oversight and supervision over the services performed by the related entity’s officers and employees. The 2021 Proposed Regulations will not be effective unless and until adopted in final form, but taxpayers may rely on them for taxable years beginning after December 31, 2017 if they are consistently followed.

We believe that, based on the implementation of our current business plan and the application of the insurance exception, our non-U.S. insurance subsidiaries should be considered QICs engaged in the active conduct of an insurance business under one or both of the “factual requirements test” or the “active conduct percentage test,” our U.S. insurance subsidiaries should be considered QDICs and none of the income or assets of such insurance subsidiaries should be treated as passive. In addition, the income and assets attributable to our non-U.S. subsidiaries that are not insurance subsidiaries are minimal, relative to the income and assets attributable to our other subsidiaries. As a result, based on the application of the look-through rule, we believe that Aspen Holdings should not be characterized as a PFIC for the current year or the foreseeable future. However, because of legal uncertainties with respect to the interpretation of the PFIC rules and whether the 2021 Proposed Regulations will be adopted as final regulations in their current form, and factual uncertainties with respect to our planned operations, there is a risk that Aspen Holdings will be characterized as a PFIC in one or more years. If Aspen Holdings is considered a PFIC, it could have material adverse tax consequences for an investor that is subject to U.S. federal income taxation. Prospective investors should consult their tax advisors as to the effects of the PFIC rules on an investment in our shares.

U.S. tax-exempt organizations who own our shares may recognize unrelated business taxable income.

A U.S. tax-exempt organization generally will recognize unrelated business taxable income if the organization is required to include in gross income any of our insurance income under the CFC rules described above (including the RPII provisions). U.S. tax-exempt organizations are advised to consult their own tax advisors regarding the applicability of these rules to their ownership of our shares.

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The OECD’s initiative to limit harmful tax competition may result in higher taxation and increased complexity, burden and cost of compliance.

On June 21, 2016, the E.U.’s ministers of Finance and Economic Affairs unanimously approved the Anti-Tax Avoidance Directive to harmonize potential BEPS changes in the European Union. These measures are largely directed at counteracting the effects of tax havens and preferential tax regimes in countries around the world. We expect that countries may change their tax laws in response to this project, and several countries have already changed or proposed changes to their tax laws. Council Directive (EU) 2017/952 of 29 May 2017 amending Council Directive (EU) 2016/1164 (commonly known as “ATAD II”) was introduced (subject to local implementation with effect from January 1, 2022) to prevent hybrid mismatches giving rise to a double deduction or to a deduction without taxation in different tax jurisdictions. In certain cases, taxpayers may be denied the right to recognize tax deductible costs on payments subject to a double deduction. On December 22, 2021, the European Union published the draft Anti-Tax Avoidance Directive III (“ATAD III”) designed to impose new minimum substance rules to prevent the misuse of shell entities for improper tax purposes. ATAD III proposes to introduce reporting requirements for certain E.U. tax resident companies with mobile and/or passive income (such as interest, dividends and royalty income) that have inadequate economic substance (as prescribed under ATAD III). If an entity fails to meet these substance requirements, it will be denied benefits under tax treaties and various E.U. directives. The European Parliament approved the European Commission’s draft directive on ATAD III, which will now go before the Council of the European Union prior to being implemented by member states of the European Union. ATAD III is currently in draft form and is subject to public consultation. The details of these rules are therefore subject to change.

In addition, the OECD is continuing to work on a two-pillar initiative, “BEPS 2.0,” which is aimed at (1) shifting taxing rights to the jurisdiction of the consumer (“Pillar One”) and (2) ensuring all companies pay a global minimum tax (“Pillar Two”). Pillar One will, broadly, re-allocate taxing rights over 25% of the residual profits of multinational enterprises (MNEs) with global turnover in excess of 20 billion euros (excluding extractives and regulated financial services) to the jurisdictions where the customers and users of those MNEs are located. Pillar Two will, broadly, consist of two interlocking domestic rules (together the Global anti-Base Erosion Rules (the “GloBE Rules”)): (i) an Income Inclusion Rule (“IIR”), which imposes top-up tax on a parent entity in respect of the low-taxed income of a constituent entity; and (ii) an Undertaxed Payment Rule, which denies deductions or requires an equivalent adjustment to the extent the low-taxed income of a constituent entity is not subject to tax under an IIR. There will also be a treaty-based ‘Subject To Tax Rule’ that allows source jurisdictions to impose limited source taxation on certain related party payments subject to tax below a minimum rate.

The OECD recommended model GloBE Rules for Pillar Two in late 2021. The OECD also released further guidance on the model GloBE Rules during 2022 and has continued to release guidance on a rolling basis throughout 2023. This includes the release in early February 2023 of further technical guidance which comments in particular on the interaction between the model GloBE Rules and current U.S. tax law and the release in July 2023 of agreed administrative guidance which contains details of how to calculate tax for the purposes of Pillar Two. The OECD has previously indicated that the Two-Pillar Solution will not come into force until 2024 at the earliest, subject to local implementation.

Relevant to our U.K. Subsidiaries and APJ Jersey, as U.K. tax resident entities, the U.K. enacted legislation in July 2023 which implements the IIR via a “multinational top-up tax” (alongside a U.K. domestic top-up tax). The U.K.’s multinational top-up tax will apply to multinational enterprises for accounting periods beginning on or after December 31, 2023.

Separately, in the European Union the Council Directive (EU) 2022/2523, adopted on December 15, 2022, requires that E.U. Member States implement the Pillar Two rules into domestic law by December 31, 2023. The Bermuda Government has responded to the Pillar Two initiative passing the Corporate Income Tax Act 2023 (the “CIT Act”), on December 27, 2023, to introduce a corporate income tax on certain Bermuda entities with effect from January 1, 2025. For more information, see “—Changes to Bermuda tax policies may impact our financial position.” The implications of this proposal for our business remain uncertain in terms of how any such Bermuda corporate income tax regime (once it comes into effect) might interact with the U.K.’s multinational top-up tax and undertaxed payments rule or other Pillar Two implementing legislation in relevant jurisdictions in which we operate. The Bermuda corporate income tax regime will be effective for tax years beginning on or after January 1, 2025, which means that there is (on current proposed timings) a period of at least one year in which the U.K. multinational top-up tax is expected to apply to our group before any changes are effected in Bermuda.

Changes to Bermuda tax policies may impact our financial position.

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Under current Bermuda law, we are not subject to tax on income, profits, withholding, capital gains or capital transfers. Furthermore, we obtained from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended) (the “EUTP Act”) an assurance that, in the event Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of the tax will not be applicable to us or our operations or to our shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda until March 31, 2035. As a result of changes made to the EUTP Act by the CIT Act, this assurance has been made subject to the application of any taxes pursuant to the CIT Act, as described further below.

In the 2023 Budget, the Bermuda Government announced the formation of an International Tax Working Group consisting of specialists in international tax matters and representatives of various bodies whose members may be directly impacted by such to examine how Bermuda can appropriately implement the Global Minimum Tax initiative. The Working Group reported its findings and provided recommendations to the Bermuda Government in July 2023. The Bermuda Government subsequently issued three public consultation papers as part of its considerations on the introduction of a corporate income tax in Bermuda, on August 8, 2023, October 5, 2023 and November 10, 2023. On December 27, 2023, Bermuda passed the CIT Act, which will become fully operative with respect to the imposition of corporate income tax on January 1, 2025.

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of MNE groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (“Bermuda Constituent Entity Group”). Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed. The CIT Act introduces certain “qualified refundable tax credits” which are set to be developed during 2024 to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing, and other projects to help develop Bermuda’s workforce. Bermuda will continue to monitor further developments around the world as other jurisdictions address the OECD’s standards. We have adjusted our deferred tax as at December 31, 2023 to account for provisions within the CIT Act that allow for an equitable transition to the new regime including the Economic Transition Adjustments (“ETA”) and opening tax loss carryforward (“OTLC”). Deferred tax asset in Bermuda consists of $156.6 million in respect of the ETA and $44.5 million in respect of an OTLC. We expect this deferred tax asset to be utilized predominantly over a 10-year period. We expect to incur and pay increased taxes in Bermuda beginning in 2025.

More broadly, Bermuda remains committed to tax transparency, which is evidenced by adopting economic substance legislation, which has been deemed compliant by the European Union and was designed to implement the work of the Forum on Harmful Tax Practices under Action 5 of the OECD's BEPS Reports. Any changes in the tax law of an OECD member state or in response to a change in E.U. policies could subject us to additional taxes, and we are unable to predict at this time whether it would have a material adverse impact on our operations and results.

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Item 4.         Information on the Company

A. History and Development of the Company

Aspen Insurance Holdings Limited was incorporated on May 23, 2002 in Bermuda as a holding company operating under the laws of Bermuda. We underwrite specialty insurance and reinsurance on a global basis through our Operating Subsidiaries based in Bermuda, the United States and the United Kingdom. We also have branches in Australia, Canada, Singapore and Switzerland. The principal office is located at 141 Front Street, Hamilton, HM19, Bermuda (telephone number: +1 441-295-8201).

Since February 2019, the Company has been a wholly owned subsidiary of Highlands Bermuda Holdco, Ltd. (“Parent”), which holds all of the Company’s ordinary shares. Parent, a Bermuda exempted company, is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., a leading global investment manager (collectively with its subsidiaries, “Apollo”). The Company’s preference shares and depositary shares are listed on the New York Stock Exchange (“NYSE”) under the following symbols: AHL PRC, AHL PRD and AHL PRE. For information on the preference shares and the depositary shares, refer to Item 18, Note 12 of our consolidated financial statements, “Capital Structure.”

On December 20, 2023, we filed with the SEC a Registration Statement on Form F-1 (File No. 333-276163) (the “IPO Registration Statement”) with respect to a proposed Initial Public Offering of our ordinary shares. We subsequently filed Amendment No. 1 to the IPO Registration Statement on February 1, 2024. In connection with the proposed Initial Public Offering, we intend to apply to list our ordinary shares on the NYSE. Such IPO Registration Statement and contemplated listing are not yet effective, and our ordinary shares may not be sold, nor may offers to buy be accepted, prior to the time the IPO Registration Statement is declared effective by the SEC. The public offering of our ordinary shares is subject to market and other conditions, and may not be completed as expected or at all.

The Company maintains a website at www.aspen.co. The information on our website is not incorporated by reference in this report. We make available, free of charge through our website, our Annual Reports on Form 20-F and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.

The SEC maintains an internet site that contains reports and other information regarding issuers, including the Company, that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

B. Business Overview

We are a Bermuda-based holding company, whose principal business is marketing and underwriting specialty insurance and reinsurance on a global basis. Our business is comprised of: (i) underwriting operations, which includes our risk-bearing insurance and reinsurance operations; (ii) investing activities, which primarily support our underwriting operations; and (iii) our ACM operations, which earn underwriting, management and performance fees from the Company and other third-party investors primarily through the management of insurance linked securities (“ILS”) funds and other offerings. ACM forms part of the Aspen Capital Partners platform, in recognition of the synergies between ACM and the Company’s Outwards Reinsurance teams, which together support our underwriting operations.

We manage our underwriting operations as two distinct business segments, Insurance (“Aspen Insurance”) and Reinsurance (“Aspen Re”), to enhance and better serve our global customer base. Financial data relating to our two business segments is included in Item 5, “Operating and Financial Review and Prospects” and in Item 18, Note 3 of our consolidated financial statements, “Segment Reporting.”

Aspen Reinsurance

Aspen Re offers a variety of reinsurance and retrocession products, including, but not limited to: (i) property catastrophe reinsurance, (ii) other property reinsurance, (iii) casualty reinsurance, and (iv) specialty reinsurance. We offer reinsurance on both a treaty and facultative basis, and on both a proportional (such as quota share) and non-proportional (such as excess of loss) basis.

Our reinsurance business is sourced principally through brokers and reinsurance intermediaries, with whom we aim to maintain strong relationships, having become a valued risk management partner to the leading insurers with whom we do business. We write property catastrophe, property, casualty and specialty reinsurance business through Aspen Bermuda and its

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branches in Singapore and Switzerland, Aspen Lloyd’s and AAIC. We also access the EEA market through Lloyd’s Insurance Company, which is 100% reinsured by Syndicate 4711.

Aspen Insurance

Aspen Insurance offers a variety of insurance products, including, but not limited to: (i) first party insurance, (ii) specialty insurance, (iii) casualty insurance, and (iv) financial and professional lines insurance. In our insurance segment, these products are written in the London Market primarily by Aspen UK and Aspen Lloyd’s via the Lloyd’s platform and, in the United States, by Aspen American Insurance Company and Aspen Specialty Insurance Company (on an admitted and excess and surplus line, basis, respectively). We also write casualty and financial and professional lines business through Aspen Bermuda Limited. Although our products are underwritten according to the guidelines associated with each local entity, our insurance business is managed globally with individual product lines grouped and managed into four select portfolios. This allows for consistency of underwriting appetite, risk selection and application of underwriting guidelines across all our jurisdictions, as well as providing opportunities for integrated marketing and relationship management efforts. In several of our product lines, business consists of a combination of Open Market and Delegated Underwriting Authorities (“DUA”) or Programs, and is primarily sourced through long-standing trading relationships with specialist brokers.

Investments

Our investment operations seek to deliver stable investment income and total return through all market cycles while maintaining appropriate portfolio liquidity and credit quality to meet the requirements of our customers, rating agencies and regulators. Income from our investment operations is included in corporate and other income and expense.

Aspen Capital Markets

We participate in the alternative reinsurance market through ACM, which focuses on developing alternative reinsurance structures and products to leverage the Company’s existing underwriting franchise and increase its operational flexibility in the capital markets. ACM provides investors direct access to the Company’s underwriting and analytical expertise and earns underwriting, management and performance fees from the Company and other third-party investors primarily through the management of ILS funds and other offerings. It operates primarily two distinct strategies, namely, building insurance risk portfolios tailored to investor objectives through capital sourced by Aspen Capital Management Ltd. (“ACML”), a Bermuda domiciled insurance manager and agent registered with the BMA, and strategically structuring and placing defined Aspen portfolios aligned with capital markets investors through the use of sidecars, including Peregrine Reinsurance Ltd. (“Peregrine”), a special purpose insurer. For more information on Peregrine, see “Regulatory Matters - Bermuda - Peregrine” below.

Aspen recognized the synergies between ACM and its Outwards Reinsurance teams – combining the two into Aspen Capital Partners. This move allows us to further enable our trading partners to access the full breadth of Aspen’s capabilities, including risk sourcing, underwriting, modelling, actuarial and claims.

Income from ACM’s activities is primarily allocated to the line of business being ceded within Aspen’s current two segments, Aspen Insurance and Aspen Re, and serves to reduce acquisition expenses for that business and applicable operating entity. While ACM has historically focused on property catastrophe business, it has expanded to provide capacity for property insurance and reinsurance, specialty reinsurance and casualty insurance and reinsurance.

Business Segments

We have determined our reportable segments, Aspen Insurance (“Insurance”) and Aspen Re (“Reinsurance”), by taking into account the manner in which management makes operating decisions and assesses operating performance. Profit or loss for each of the business segments is measured by underwriting income or loss. Underwriting profit is the excess of net earned premiums over the sum of losses and loss expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.

Management measures segment results on the basis of the combined ratio, which is obtained by dividing the sum of the losses and loss expenses, acquisition costs and general and administrative expenses by net earned premiums.

We provide additional disclosures for corporate and other (non-operating) income and expenses. Corporate and other income and expenses include: corporate expenses, non-operating expense, net investment income, net realized and unrealized investment gains or losses, changes in fair value of derivatives, interest expenses, net realized and unrealized foreign exchange gains or losses, and income taxes. These income and expense items are not allocated to our business segments as they are not directly related to our business segment operations and is consistent with how management measures the performance of its

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segments. We do not allocate our assets by business segments as we evaluate underwriting results of each segment separately from the results of our investment portfolio.

The table below sets forth the gross written premiums by business segment for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Business Segment	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total		Gross Written Premiums		% of Total
	($ in millions, except for percentages)
Reinsurance	$	1,521.0	38.3	%	$	1,807.0	41.6	%	$	1,597.0	40.5	%
Insurance	2,446.6		61.7		2,531.7		58.4		2,341.4		59.5
Total	$	3,967.6	100.0	%	$	4,338.7	100.0	%	$	3,938.4	100.0	%

For a review of our results by business segment, refer to Item 5, “Operating and Financial Review and Prospects” and Item 18, Note 3 of our consolidated financial statements, “Segment Reporting”.

Reinsurance

The reinsurance business we write can be analyzed by geographic region, reflecting the location of the reinsured risks, as set forth in the table below for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Reinsurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total		Gross Written Premiums		% of Total
	($ in millions, except for percentages)
Australia/Asia	$	120.7	7.9	%	$	175.0	9.7	%	$	185.8	11.6	%
Europe	61.9		4.1		109.0		6.0		79.0		4.9
United Kingdom & Ireland	39.2		2.6		13.9		0.8		18.6		1.2
United States & Canada (1)	805.4		53.0		960.3		53.1		724.0		45.3
Worldwide excluding United States (2)	28.8		1.9		24.2		1.3		28.8		1.8
Worldwide including United States (3)	384.8		25.3		464.5		25.7		499.0		31.3
Other (4)	80.2		5.2		60.1		3.4		61.8		3.9
Total	$	1,521.0	100.0	%	$	1,807.0	100.0	%	$	1,597.0	100.0	%

_______________

(1)    “United States and Canada” consists of individual policies that insure risks specifically in the United States and/or Canada, but not elsewhere.

(2)    “Worldwide excluding the United States” consists of individual policies that insure global risks with the specific exclusion of the United States.

(3)    “Worldwide including the United States” consists of individual policies that insure global risks with the specific inclusion of the United States.

(4)    “Other” comprises individual policies that insure risks in other countries including, but not limited to, the Caribbean, South America and Middle East.

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Aspen Re’s gross written premiums by principal line of business were as follows for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Reinsurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total		Gross Written Premiums		% of Total
	($ in millions, except for percentages)
Property catastrophe reinsurance	$	366.6	24.1	%	$	354.9	19.7	%	$	376.4	23.6	%
Other property reinsurance	384.2		25.3		428.8		23.7		473.6		29.6
Casualty reinsurance	558.9		36.7		596.4		33.0		445.5		27.9
Specialty reinsurance	211.3		13.9		426.9		23.6		301.5		18.9
Total	$	1,521.0	100.0	%	$	1,807.0	100.0	%	$	1,597.0	100.0	%

 `1

Property Catastrophe Reinsurance: Property catastrophe reinsurance is generally written on a treaty excess of loss basis where we provide protection to an insurer for an agreed portion of the total losses from a single event in excess of a specified loss amount. In the event of a loss, most contracts provide for coverage of a second occurrence following the payment of a premium to reinstate the coverage under the contract, which is referred to as a reinstatement premium. The coverage provided under excess of loss reinsurance contracts may be on a worldwide basis or limited in scope to selected regions or geographical areas.

Other Property Reinsurance: Other property reinsurance includes property risks written on excess of loss and proportional treaties, facultative or single risk reinsurance. Risk excess of loss reinsurance provides coverage to a reinsured where it experiences a loss in excess of its retention level on a single “risk” basis. A “risk” in this context might mean the insurance coverage on one building or a group of buildings for fire or explosion or the insurance coverage under a single policy which the reinsured treats as a single risk. This line of business is generally less exposed to accumulations of exposures and losses but can still be impacted by catastrophes, such as earthquakes and hurricanes. Proportional treaty reinsurance provides proportional coverage to the reinsured, meaning that, subject to event limits where applicable and ceding commissions, we pay the same share of the covered original losses as we receive in premiums charged for the covered risks. Proportional contracts typically involve close client relationships which often include regular audits of the cedants’ data.

A high percentage of the property catastrophe reinsurance contracts we write exclude or limit coverage for losses arising from the peril of terrorism. Within the U.S., our other property reinsurance contracts generally include limited coverage for acts that are certified as “acts of terrorism” by the U.S. Treasury Department under the Terrorism Risk Insurance Act (including its various extensions, “TRIA”). We have written a limited number of property reinsurance contracts, both on a pro rata and excess of loss basis, specifically covering the peril of terrorism. These contracts typically exclude coverage for nuclear, biological, chemical or radiological attack, though we have written a small number of contracts that do not exclude coverage for such attacks, the coverage of which may be applicable to non-terrorism events.

Casualty Reinsurance: Casualty reinsurance is written on an excess of loss, proportional and facultative basis and consists of U.S. treaty, international treaty and casualty facultative reinsurance. Our U.S. treaty and facultative business comprises exposures to workers’ compensation (including catastrophe), medical malpractice, general liability, auto liability, professional liability and excess liability including umbrella liability. Our international treaty business reinsures exposures mainly with respect to general liability, auto liability, professional liability, workers’ compensation and excess liability.

Specialty Reinsurance: Specialty reinsurance is written on an excess of loss and proportional basis and consisted of agriculture reinsurance, mortgage reinsurance, marine, terrorism, technology, engineering, cyber and other specialty lines. Our specialty agricultural reinsurance business covered crop and multi-peril business. Other specialty lines include reinsurance treaties and some insurance policies covering policyholders’ interests in marine, energy, contingency, terrorism, engineering, nuclear and personal accident. Aspen ceased writing new and renewal reinsurance for the aviation, space and bloodstock business lines from October 2022.

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Insurance

The insurance business we write can be analyzed by geographic region, reflecting the location of the insured risk, as set forth in the table below for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Insurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total		Gross Written Premiums		% of Total
	($ in millions, except for percentages)
Australia/Asia	$	57.1	2.3	%	$	82.5	3.3	%	$	90.0	3.8	%
Europe	117.5		4.8		85.5		3.4		61.6		2.6
United Kingdom & Ireland	493.3		20.2		471.9		18.6		374.6		16.0
United States & Canada (1)	1,666.6		68.1		1,755.4		69.3		1,577.9		67.4
Worldwide excluding United States (2)	—		—		—		—		2.7		0.1
Worldwide including United States (3)	32.4		1.3		77.2		3.1		93.1		4.0
Other (4)	79.7		3.3		59.2		2.3		141.5		6.1
Total	$	2,446.6	100.0	%	$	2,531.7	100.0	%	$	2,341.4	100.0	%

_______________ 

(1)    “United States and Canada” consists of individual policies that insure risks specifically in the United States and/or Canada, but not elsewhere.

(2)    “Worldwide excluding the United States” consists of individual policies that insure global risks with the specific exclusion of the United States.

(3)    “Worldwide including the United States” consists of individual policies that insure global risks with the specific inclusion of the United States.

(4)    “Other” comprises individual policies that insure risks in other countries including, but not limited to, the Caribbean, South America and Middle East.

Our gross written premiums by principal line of business within our insurance segment were as follows for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Insurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total		Gross Written Premiums		% of Total
	($ in millions, except for percentages)
First party insurance (1)	$	318.2	13.0	%	$	372.5	14.7	%	$	424.5	18.1	%
Specialty insurance (1)	407.6		16.6		369.4		14.6		383.4		16.4
Casualty and liability insurance	670.9		27.4		678.6		26.8		615.4		26.3
Financial and professional lines insurance	1,002.1		41.0		1,081.2		42.7		907.6		38.8
Insurance other (2)	47.8		2.0		30.0		1.2		10.5		0.4
Total	$	2,446.6	100.0	%	$	2,531.7	100.0	%	$	2,341.4	100.0	%

(1) Effective January 1, 2023, the insurance segment restructured its first party and specialty insurance lines of business into two separate lines: first party insurance and specialty insurance due to changes in management structures. The prior periods have been re-presented to ensure consistency of information.

(2) Relates to gross written premium written by Aspen Underwriting Limited via Carbon Syndicate 4747.

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 First Party Insurance: Our first party insurance line consists of U.S. property and inland and ocean marine written on a primary, excess, quota share, program and facultative basis.

U.S. Property: Property insurance provides physical damage and business interruption coverage for losses arising from weather, fire, theft and other causes. The U.S. property team covers mercantile, manufacturing, municipal and commercial real estate business.

Inland and Ocean Marine: The inland and ocean marine team writes business principally covering builders’ construction risk, contractors’ equipment, and global transportation exposures such as marine cargo and hull, inland transit, warehousing and war, in addition to exhibition, fine arts and museums insurance. The book also includes business generated by our subsidiary, Blue Waters Insurers, Corp., which acts as our managing general agent in Puerto Rico and produces inland, ocean marine and cargo business in Puerto Rico.

Specialty Insurance: Our specialty insurance line consists of U.K. commercial property, specie, marine and energy liability, onshore energy physical damage, offshore energy physical damage, credit and political risks, and crisis management written on a primary, excess, quota share, program and facultative basis.

U.K. Commercial Property & Construction: Property insurance provides physical damage and business interruption coverage for losses arising from weather, fire, theft and other causes. The U.K. commercial team’s client base is predominantly U.K. institutional property owners, small and middle market corporates and public sector clients.

Specie: The specie business line focuses on the insurance of high value property items on an all risks basis, including fine art, general and bank related specie, jewelers’ block and armored car.

Marine and Energy Liability: In February 2020, we made the decision to cease writing marine and energy liability business and the business was put into runoff. Prior to that, the marine and energy liability business was based in the U.K. and included marine liability cover mainly related to the liabilities of ship-owners and port operators, including reinsurance of Protection and Indemnity Clubs. It also provided liability cover globally (including the U.S.) for companies in the oil and gas sector, both onshore and offshore and in the power generation sector. This class also included commercial construction liability for U.S. companies in the oil and gas sector, which is now being written under our global excess casualty line.

Onshore Energy Physical Damage: Our marine, energy and construction property unit underwrites a variety of worldwide onshore energy and construction sector classes of business with a focus on property covers.

Offshore Energy Physical Damage: Offshore energy physical damage provides insurance cover against physical damage losses in addition to operators’ extra expenses for companies operating in the oil and gas exploration and production sector.

Credit and Political Risks: The credit and political risks team writes business covering the credit and contract frustration risks on a variety of trade and non-trade related transactions, as well as political risks (including multi-year war on land cover). We provide credit and political risks cover worldwide but with concentrations in a number of countries, such as China, Brazil, the Netherlands and the United States.

Crisis Management: The crisis management team writes insurance designed to protect individuals and corporations operating in high-risk areas around the world, including covering the shipping industry’s exposure to acts of piracy. It also writes terrorism and political violence insurance, providing coverage for damage to property (largely fixed assets such as buildings) resulting from acts of terrorism, strikes, riots, civil commotion or political violence. This book is written on a global basis, although capacity is selectively deployed.

Casualty and Liability Insurance: Our casualty and liability line consists of commercial liability, U.S. primary casualty, excess casualty, environmental liability and railroad liability, written on a primary, excess, quota share, program and facultative basis.

Commercial Liability: Commercial liability is primarily written in the United Kingdom and provides employers’ liability coverage, products and public liability coverage for insureds domiciled in the United Kingdom and Ireland. The U.K. regional team also covers directors’ and officers’ (“D&O”) and professional indemnity, predominantly to small and medium corporates.

U.S. Primary Casualty: The U.S. primary casualty account consists primarily of lines written within the primary insurance sectors. We are focused on delivering expertise to brokers and customers in hospitality, real estate, construction and products liability.

Excess Casualty: The excess casualty line comprises medium and large, sophisticated and risk-managed insureds worldwide and covers broad-based risks at lead/high excess attachment points, including general liability, commercial and residential construction liability, life science, railroads, trucking, product and public liability and associated types of cover found in general liability policies in the global insurance market, written from the United Kingdom, the United States and Bermuda.

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Environmental Liability: The environmental account primarily provides contractors’ pollution liability and pollution legal liability across industry segments that have environmental regulatory drivers and contractual requirements for coverage, including real estate and public entities, contractors and engineers, energy contractors and environmental contractors and consultants. The business is written in both the primary and excess insurance markets in the United States, Canada and the United Kingdom.

Railroad Liability: Our railroad liability business consists of primary and excess liability business for freight, commuter and excursion railroads. It also provides general liability coverage to the railroad support industry (contractors, repair shops and products manufacturers) as well as contingent liability for railcar fleet owners/managers and railroad protective liability in the United States.

Financial and Professional Lines Insurance: Our financial and professional lines consists of financial and corporate risks, professional liability, management liability, cyber liability and surety risks written on a primary, excess, quota share, program and facultative basis.

Financial and Corporate Risks: Our financial institutions business is written on both a primary and excess of loss basis and consists of professional liability, crime insurance and D&O cover, with the largest exposure comprising risks headquartered in the United Kingdom, Australia, the United States and Canada. We cover financial institutions including commercial and investment banks, asset managers, insurance companies, stockbrokers and insureds with hybrid business models. This account also includes a book of D&O insurance for commercial insureds located outside of the United States and a worldwide book of representations and warranties and tax indemnity business.

Professional Liability: Our professional liability business is written out of the United States (including errors and omissions (“E&O”)), the United Kingdom and Bermuda and is written on both a primary and excess of loss basis. We insure a wide range of professions including lawyers, accountants, architects, engineers, doctors and medical technicians. This account may also extend coverage for cyber liability and data protection insurance. The cyber liability and data protection insurance covers firms for first party costs and third-party liabilities associated with cybersecurity breach and breach of contractual or statutory data protection obligations.

Management Liability: Our management liability business is written out of the United States, the United Kingdom and Bermuda. We insure a diverse group of commercial and financial institutions predominantly on an excess basis. Our products include D&O liability, fiduciary liability, employment practices liability, fidelity insurance and blended liability programs including E&O liability. The focus of the account is predominantly on risks headquartered in the U.S. or risks with a material U.S. exposure.

Cyber Liability: This account is written globally and consists of our privacy and network security liability (cyber liability) products as well as technology liability. Our privacy and network security liability products provide first party costs and third-party liabilities associated with privacy and cybersecurity breaches. Our technology liability product provides coverage for technology, media and telecommunications firms offering protection for damages and legal defense expenses associated with financial loss claims from third parties and various forms of intellectual property breaches. We also incorporate data protection indemnity insurance against costs and liabilities that may arise when a company breaches its data protection obligations.

Surety Risks: In July 2020, we sold our renewal rights to our surety insurance book of business to a third party and executed a loss portfolio transfer transaction for the transfer of prior-year liabilities. Pursuant to the terms of the sale transaction, Aspen UK continues to underwrite only a small portion of surety business on a fronted basis to the purchaser in the transaction, which is subject to a 100% quota share reinsurance agreement.

On a significant portion of our insurance contracts across all our sub-segments, we are obligated to offer terrorism coverage under TRIA. Wherever possible, we exclude coverage protection against nuclear, biological, chemical or radiological (“NBCR”) attacks. However, certain U.S. states (notably New York and Florida) prohibit admitted insurance companies, such as AAIC, from fully excluding such perils, resulting in some level of exposures to NBCR as well as fire following such events. We would expect to benefit from the protection of TRIA and the over-arching $100 billion industry loss cap (subject to the relevant deductible and co-retention).

Underwriting and Reinsurance Purchasing

Our objective is to create a diversified portfolio of insurance and reinsurance risks, spread across lines of business, products, geographic areas of coverage, cedants and sources. The acceptance of appropriately priced risk is the core of our business. Underwriting requires judgment, based on important assumptions about matters that are inherently unpredictable and beyond our control, and for which historical experience and probability analysis may not provide sufficient guidance. We view underwriting quality and risk management as critical to our success.

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Underwriting.  We underwrite according to the following principles:

•strive to build a diverse portfolio of risk that generates attractive returns by deploying capital in a targeted and efficient manner to deliver enhanced underwriting profitability;

•operate within agreed boundaries as defined by the business plan for the relevant class of business;

•operate within prescribed maximum underwriting authority limits, which we delegate to individual underwriters in accordance with an understanding of each individual underwriter’s capabilities, tailored to the classes of business written by the particular underwriter;

•evaluate the underlying data provided by clients and adjust such data where we believe it does not adequately reflect the underlying exposure;

•price each submission based on our experience in the class of business, and where appropriate, by deploying one or more actuarial models either developed internally or licensed from third-party providers;

•maintain a peer review process to sustain high standards of underwriting discipline and consistency and a sampling methodology for simpler insurance risks;

•engage in peer reviews for more complex risk by several underwriters and input from catastrophe risk management specialists, our team of actuaries and senior management; and

•refer risks outside of agreed underwriting authority limits to the Group Underwriting Committee or relevant entity executive or board of directors as exceptions for approval before we accept the risks.

Reinsurance Purchasing.  We purchase reinsurance and retrocession to mitigate and diversify our risk exposure to a level consistent with our risk appetite and to increase our insurance and reinsurance underwriting capacity. These agreements provide for recovery of a portion of our losses and loss adjustment expenses from our reinsurers. The amount and type of reinsurance that we purchase varies from year to year and is dependent on a variety of factors, including, but not limited to, the cost and terms of a particular reinsurance contract and the nature of our gross exposures assumed, with the aim of securing cost-effective protection. We have a centralized ceded reinsurance department which coordinates the placement of all of our treaty reinsurance placements.

We have reinsurance covers in place for the majority of our insurance classes of business on an excess-of-loss basis and/or proportional treaty basis. The excess of loss covers provide protection in various layers and excess of varying attachment points according to the scope of cover provided. The proportional cover provides protection on the basis of a percentage sharing of both premiums and claims with the reinsurer (known as quota share reinsurance).

With respect to natural perils coverage, we buy protections that cover both our insurance and reinsurance lines of business through a variety of products, including, but not limited to, excess of loss reinsurance, facultative reinsurance, aggregate covers, whole account covers and collateralized products which can be on either an indemnity or an index linked basis. For example, we may purchase industry loss warranty reinsurance which provides retrocessional coverage when insurance industry losses for a defined event exceed a certain level. We expect the type and level of coverage that we purchase will vary over time, reflecting our view of the changing dynamics of the underlying exposure and the reinsurance markets.  We manage our risk by seeking to limit the amount of exposure assumed from any one reinsured and the amount of the aggregate exposure to catastrophe losses from a single event in any one geographical zone. Additionally, Aspen Re continues to purchase quota share and retrocessional reinsurance protection for a range of international perils and worldwide catastrophe losses through ACM and other collateralized reinsurance arrangements.

Although reinsurance agreements contractually obligate our reinsurers to reimburse us for an agreed-upon portion of our gross paid losses, we remain liable to our insureds to the extent that our reinsurers do not meet their obligations under these agreements. As a result, and in line with our risk management objectives, we evaluate the financial condition of our reinsurers and monitor concentrations of credit risk on an on-going basis. In general, we seek to place our reinsurance with highly rated companies with which we have a strong trading relationship or have fully collateralized arrangements in place. We maintain a list of authorized reinsurers graded for short, medium and long-tail business which is regularly reviewed and updated.

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In January 2022, Aspen Holdings and certain of its subsidiaries entered into an Amended and Restated Reinsurance Agreement with a subsidiary of Enstar, which we refer to as the LPT, which amended and restated the Adverse Development Cover Agreement, dated as of March 2, 2020, previously entered into between Enstar and Aspen Group (the “Original Agreement”). The transaction successfully closed in May 2022.

Under the terms of the LPT, Enstar’s subsidiary will reinsure net losses incurred on or prior to December 31, 2019 on all of the Company’s net loss reserves of $3,120.0 million as of September 30, 2021. The LPT provides for a limit of $3,570.0 million in consideration for a premium of $3,160.0 million. The amount of net loss reserves ceded, as well as the premium and limit amounts provided under the LPT, will be adjusted for claims paid between October 1, 2021 and the closing date of the transaction. The premium includes $770 million of premium previously paid with respect to reserves ceded under the Original Agreement, which will continue to be held in trust accounts to secure the Enstar subsidiary’s obligations under the LPT. The incremental new premium will initially be held in funds withheld accounts in their original currencies maintained by the Company but will be released to the trust accounts maintained by the Enstar subsidiary no later than September 30, 2025. The funds withheld by the Company will be credited with interest at an annual rate of 1.75% plus, for periods after October 1, 2022, an additional amount equal to 50% of the amount by which the total return on the Company’s investments and cash and cash equivalents exceeds 1.75%. Under the LPT, the Enstar subsidiary has assumed claims control, pursuant to the provisions of an administrative services agreement subsequently entered into between the parties in June 2022.

Risk Management

Aspen has a comprehensive risk management framework that defines the corporate risk appetite, risk strategy and the policies in place to monitor, manage and mitigate the risk inherent in our business.  Our risk management framework covers all risks in our risk universe, on a current and forward-looking basis, and is implemented in a consistent manner across the Aspen Group. It is the basis through which we protect our franchise value and seek to enable sustained profitable growth. Below is a summary of our current corporate governance bodies and risk management strategy:

Risk Governance

Board of Directors.  The Company’s Board of Directors (the “Board”) considers effective identification, measurement, monitoring, management and reporting of the risks facing our business to be key elements of its responsibilities and those of the Group Chief Executive Officer and management. Matters relating to risk management that are reserved for the Board include approval of the internal controls and risk management framework and any changes to the Aspen Group’s risk appetite statement and key risk limits. The Risk Committee of the Board also receives regular reports at each scheduled meeting, or more frequently as needed, covering risk management processes, which include, among others, the design, operation, use and limitations of the internal model. The internal model is an economic capital model which has been developed internally for use in certain business decision-making processes, the assessment of risk-based capital requirements and for various regulatory purposes. As a result of these arrangements and processes, the Board, assisted by management and the various standing committees of the Board (the “Board Committees”), is able to exercise effective oversight of the operation of the risk management strategy described in “— Risk Management Strategy” below.

The Board delegates oversight of the management of certain key risks to its Risk, Audit, Investment and Conflicts Committees, as well as (subject to the completion of the proposed Initial Public Offering, at which point they will take effect, unless otherwise determined by the Board) the Compensation and Nominating and Corporate Governance Committees. The Audit and Conflicts Committees are comprised entirely of independent directors and all Board Committees are structured to ensure appropriate and objective challenge of, and discussion with, management. The chairs of the Board Committees report regularly to the Board on the committees’ discussions, and in any event at each of the regular meetings of the Board. In addition, the Board Committees may facilitate informational calls with management from time to time where required and in accordance with the Company’s operating guidelines.

Risk Committee:  The Risk Committee assists the Board in its oversight of the framework that governs risk management and solvency assessment practices group-wide as articulated in the Board approved Group Risk Policy. This specifically includes oversight of processes undertaken by management to identify, evaluate and mitigate the material risks to the Group’s strategic objectives, as well as monitoring adherence to the Board approved Risk Appetite Framework, solvency indicators, risk tolerance criteria, and key risk limits. The matters considered by the Risk Committee include cyber security trends and events as well as general compliance and data privacy matters. For more information regarding oversight of cyber security risks, refer to Item 16K, “Cybersecurity.”

Audit Committee:  The Audit Committee is primarily responsible for assisting the Board in its oversight of the integrity of the financial statements. The Audit Committee is also responsible for reviewing the adequacy and effectiveness of the Company’s internal controls, relating to the accounting and financial reporting process of the Company and audits of the Company’s financial statements, and oversight of both internal and external auditors. In addition, the Audit Committee oversees

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the Company’s compliance with applicable laws and regulations, as well as related party and conflict of interest matters (to the extent not within the remit of the Conflicts Committee). The members of the Audit Committee regularly meet with management, the Group Head of Internal Audit and the Company’s independent, registered public accounting firm to review matters relating to the quality of financial reporting and internal accounting controls, including the nature, extent and results of their audit.

Conflicts Committee: The Conflicts Committee reviews certain material transactions between Aspen Holdings and/or its subsidiaries and Apollo or Apollo’s non-Aspen affiliates that may present a conflict of interest.

Investment Committee: The Investment Committee supports the Board in its oversight responsibilities by reviewing and monitoring the management and performance of the investment function of the Aspen Group, including the review of the investment strategy and annual investment plan and the ongoing monitoring of the Aspen Group’s investment managers, including the governance and control framework in place in connection therewith.

Compensation Committee: Upon completion of the proposed Initial Public Offering, the Compensation Committee will assist the Board in its oversight duties in respect of the compensation philosophy and strategy of the Aspen Group and its subsidiaries, including, but not limited to, approval of the Group’s policies relating to the compensation of its employees, the approval of any issuance of equity or equity-based securities and oversight of the compensation of the Company’s Group Chief Executive Officer, key senior employees, executive officers and non-employee directors. The Compensation Committee will formally take effect upon completion of the proposed Initial Public Offering.

Nominating and Corporate Governance Committee: Upon completion of the proposed Initial Public Offering, the Nominating and Corporate Governance Committee will assist the Board in its oversight of the evaluation of management and the Board, including the Board Committees, corporate governance matters and practices and make recommendations to the Board in relation thereto, and identify, evaluate and nominate individuals qualified to become Board members and to recommend to the Board director nominees for approval by shareholders at the annual general meetings of shareholders. The Nominating and Corporate Governance Committee will formally take effect upon completion of the proposed Initial Public Offering.

Management Committees: The Group Chief Executive Officer maintains an executive committee (the “Group Executive Committee”), which is the primary executive committee of the Company. It is comprised of global heads of key functions and other key business leads and is responsible for advising the Group Chief Executive Officer and assisting in the execution of his responsibilities to the Board, including with respect to matters relating to the overall strategy and conduct of the Aspen Group’s business.

There are various standing committees (the “Executive Management Committees”) of the Group Executive Committee, which have oversight of certain business, operational and risk management processes and support the Group Executive Committee in the achievement of its objectives. Membership of the Executive Management Committees includes members of the Group Executive Committee, and the structure of the meetings of the Group Executive Committee contemplates appropriate reporting and feedback from the Executive Management Committees. As of the date of this report, these included:

Underwriting Committee: The primary purpose of the Underwriting Committee is to assist the Group Executive Committee through oversight of the design, implementation and operation of the strategic direction of the underwriting function of the Aspen Group, including the review and management of overall underwriting risk and appetite across the Insurance and Reinsurance underwriting segments and all underwriting platforms and legal entities.

Risk and Capital Committee: The primary purpose of the Risk and Capital Committee is to assist the Group Executive Committee through oversight of the internal control and risk management framework of the Aspen Group. In particular, the Risk and Capital Committee has specific responsibilities in relation to the review of the internal model, monitoring of solvency, capital and liquidity considerations and risk limits for accumulating underwriting and investment exposures.

Claims Committee: The primary purpose of the Claims Committee is to support the Group Executive Committee in its oversight of the strategy, transformation and management of the global claims function of the Aspen Group, across both Insurance and Reinsurance, including the monitoring of adherence to claims management policies, reporting procedures and standards and the development of an annual strategic plan for the claims function.

Operating Committee: The primary purpose of the Operating Committee is to assist the Group Executive Committee through oversight of the operational activities of the Aspen Group, including both in-house and outsourced activities, and the interaction of the operations function with other business function of the Company, including the oversight of the operational risks associated with such functions, to ensure that they are strategically aligned with each other in order to provide coordinated, efficient and cost-effective operational support to the execution of the Aspen Group’s strategic objectives.

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Change Board: The primary purpose of the Change Board is to assist the Group Executive Committee through oversight of the definition, prioritization and initiation of change projects in connection with the change program of Aspen Group and as part of the overall corporate strategy.

Marketing and Communications Committee: The primary purpose of the Marketing and Communications Committee is to oversee the design, implementation and operation of the Aspen Group’s marketing and communications strategies. This includes the development and maintenance of the Company’s strategic innovation and cultural framework, in collaboration with other function leads of the Group Executive Committee, including monitoring the interaction of the marketing and communications function with other functions of the Aspen Group.

Asset and Liability Management Committee: The primary purpose of the Asset and Liability Management Committee is to oversee the management of the Company’s asset and liability management framework, including in relation to interest rate, liquidity, foreign exchange, credit and inflation risks across its assets and liabilities, as well as the development of, and monitoring the adherence to, associated policies and procedures, and review of key assumptions relating to the Company’s investment strategy underpinning the development of the Company’s annual business plan as might impact asset and liability outcomes, in collaboration with other business functions.

Valuation Committee: The primary purpose of the Valuation Committee is to assist the Group Executive Committee, in particular, the Group Chief Financial Officer, in its oversight of the valuation framework of the investment portfolio of the Aspen Group, including, but not limited to, hard-to-value and illiquid investments.

Sustainability Committee: The primary purpose of the Sustainability Committee is to support the Group Executive Committee and its standing sub-committees and oversee the design, strategy, coordination and management of the sustainability practices of Aspen, including, but not limited to, ESG matters, and the integration thereof within the Group’s business functions.

Reserve Committee: The primary purpose of the Reserve Committee is to support the Group Executive Committee in its oversight of the Aspen Group-level reserves, including consideration of key areas of reserving uncertainty within the Aspen Group-level actuarial central estimate and the management best estimate, which provides the basis for management’s recommendation to the Audit Committee and the Board regarding the reserve amounts to be recorded in the financial statements.

In addition to the Group Executive Committee, the Group Chief Executive Officer maintains a Group Disclosure Committee, which assists the Group Chief Executive Officer and the Group Chief Financial Officer, as the Company’s certifying officers, in fulfilling their duties for oversight of the accuracy and timeliness of any disclosures made by the Company to ensure that the Company meets its legal and regulatory obligations. This includes the review and approval of disclosures and reports, in accordance with its governance framework, and the maintenance and oversight of a management committee responsible for overseeing compliance with the Sarbanes-Oxley Act of 2022, as amended, to the extent applicable.

Risk Management Strategy

Aspen operates an integrated enterprise-wide risk management strategy designed to protect shareholder value while providing a high level of policyholder protection and regulatory compliance. The execution of our integrated risk management strategy is based on:

•the establishment and maintenance of an internal control and risk management system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (“first line”), risk management activity and oversight from the Risk and Compliance functions (“second line”) and independent assurance (provided by internal audit) (“third line”);

•identifying material risks to the achievement of the Aspen Group’s objectives including emerging risks;

•the articulation at Group level of our risk appetite and a consistent set of key risk limits which translate the risk appetite into measurable criteria and provide the primary control for accumulated risk exposures;

•the cascading of risk appetite and key risk limits for material risks to each risk-assuming operating subsidiary;

•measuring, monitoring, managing and reporting risk positions and trends;

•the use, subject to an understanding of its limitations, of the internal model to test strategic and tactical business decisions and to assess compliance with the risk appetite statement; and

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•stress and scenario testing, including reverse stress testing, designed to help us better understand and develop contingency plans for the potential effects of extreme events or combinations of events on capital adequacy and liquidity.

Risk Appetite Statement.  The risk appetite statement is a central component of the Aspen Group’s overall risk management framework and is approved by the Board. It sets out, at a high level, how we think about risk in the context of our business model, Aspen Group objectives and strategy, and provides the foundation for decision making during the implementation of our strategy and business plans. It sets out boundary conditions and limits for the level of risk we assume, together with a statement of the reward we aim to receive for this level of risk. Our risk appetite statement comprises the following components:

•Risk preferences:  a high level description of the types of risks we prefer to assume and those we prefer to minimize or avoid;

•Return objective:  a description of the return on capital we seek to achieve, subject to our risk constraints;

•Volatility objective:  a description of earnings volatility tolerance;

•Capital objective:  a description of the target level of risk adjusted capital; and

•Liquidity objective: a description of the target level of liquidity.

Risk Components.  The main types of risks that we face are summarized as follows:

Insurance risk:  The risk that underwriting results vary from their expected amounts, including the risk that reserves established in respect of prior periods differ significantly from the level of reserves included in the Aspen Group’s financial statements.

Investment/Market risk:  The risk of variations in the valuation of investments due to changes in macroeconomic factors and the general uncertainty related to any investment decision.

Credit risk:  The risk of diminution in the value of insurance receivables as a result of counter-party default. This principally comprises default and concentration risks relating to amounts receivable from intermediaries, policyholders and reinsurers.

Liquidity risk: The risks of failing to maintain sufficient liquid financial resources to meet liabilities as they fall due or to provide collateral as required for commercial or regulatory purposes.

Operational risk: The risk of loss resulting from inadequate or failed internal processes, personnel or systems, or from external events. This includes the risk of material misstatement in financial reporting and non-compliance with regulatory requirements.

Strategic risk:  The risk of adverse impact on shareholder value or income and capital of adverse business decisions, poor execution or failure to respond to market changes.

We distinguish between “core” and “non-core” risks. Core risks comprise those risks which are inherent in the operation and value creation strategy of our business, including insurance risks in respect of our underwriting operations and market risks in respect of our investment activity. We actively seek core risks with a view to generating shareholder value but seek to manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. All other risks are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks.

Risk Limits Framework.  Aspen’s Risk Limit Framework translates the risk appetite and risk tolerance objectives into measurable criteria. Limits provide primary control for Group-wide accumulated risk exposures and provide a mechanism to manage diversification of the Group’s risk profile. Additionally, the limit framework establishes the connection to business planning by placing constraints on risk taking decisions.

Limits are established for the most important drivers of risk at the Group level and express the maximum level of allowable exposure per risk driver. At the highest level, risk limits are approved by the Board. Monitoring of the Group position against these limits is included in regular reporting to the Board or one or more of the Board Committees.

Natural Catastrophe Risk: The following discussion of the Company’s natural catastrophe PMLs information contains forward-looking statements based upon assumptions and expectations concerning the potential effect of future events that are subject to uncertainties. See Item 3D, “Risk Factors” for further information. Any of these risk factors could result in actual losses that are materially different from the Company’s PML estimates below.

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Natural catastrophe risk is a source of significant aggregate exposure for the Company and is managed by setting risk tolerance and limits, as discussed above. Natural catastrophe perils can impact geographic regions of varying size and can have economic repercussions beyond the geographic region directly impacted.

The Company considers a peril zone to be an area within a geographic region, continent or country in which losses from insurance exposures are likely to be highly correlated to a single catastrophic event. The Company defines peril zones to capture the vast majority of exposures likely to be incorporated by typical modeled events. There is, however, no industry standard and the Company’s definitions of peril zones may differ from those of other parties.

The Company has exposures in other peril zones that can potentially generate losses greater than the PML estimates below. The Company’s PMLs represent an estimate of loss for a single event for a given return period. The table below discloses the Company’s 1-in-100 and 1-in-250 year return period estimated loss for a single occurrence of a natural catastrophe event in a one-year period.

The Company’s single occurrence and worldwide estimated net PML exposures (net of retrocession and reinstatement premiums) of the major peril zones and worldwide as at January 1, 2024 and January 1, 2023 were as follows:

	As at January 1, 2024
(in US$ millions, except parentheses)	1-in-100 year PML (1)		1-in-100 year PML as % of Shareholders’ Equity (1)		1-in-250 year PML (1)		1-in-250 year PML as % of Shareholders’ Equity (1)
Japan All Perils	$	109.2	3.8	%	$	116.0	4.0	%
European Windstorm	$	116.6	4.0	%	$	135.7	4.7	%
Northeast and Mid-Atlantic Windstorm	$	121.9	4.2	%	$	165.0	5.7	%
Florida and Southeast Windstorm	$	137.9	4.7	%	$	182.8	6.3	%
Texas and Gulf Windstorm	$	144.1	5.0	%	$	179.8	6.2	%
California Earthquake	$	165.5	5.7	%	$	199.8	6.9	%
Worldwide All Perils (2)	$	229.9	7.9	%	$	335.7	11.5	%

	As at January 1, 2023
(in US$ millions, except parentheses)	1-in-100 year PML (1)		1-in-100 year PML as % of Shareholders’ Equity (1)		1-in-250 year PML (1)		1-in-250 year PML as % of Shareholders’ Equity (1)
Japan All Perils	$	118.0	5.0	%	$	129.0	5.5	%
Europe Windstorm	$	116.0	4.9	%	$	130.0	5.5	%
Northeast and Mid-Atlantic Windstorm	$	124.0	5.3	%	$	155.0	6.6	%
Florida and Southeast Windstorm	$	160.0	6.8	%	$	188.0	8.0	%
Texas and Gulf Windstorm	$	141.0	6.0	%	$	172.0	7.3	%
California Earthquake	$	176.0	7.5	%	$	222.0	9.4	%
Worldwide All Perils (2)	$	219.0	9.3	%	$	294.0	12.5	%

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(1) Based on total shareholders’ equity of $2,908.5 million and $2,358.0 million as at December 31, 2023 and 2022, respectively. The estimates reflect Aspen’s view of the modelled maximum losses at the return periods shown which include input from various third-party vendor models and Aspen’s proprietary adjustments to these models and planned reinsurance purchases. Catastrophe loss experience may materiality differ from the modelled PMLs due to limitations in one or more of the models or uncertainties in the application of policy terms and limits.

(2) Includes all natural catastrophe perils where Aspen has identified an appropriate stochastic model, such as hurricanes, typhoons, wildfire, earthquakes, etc., and includes a loading for non-modelled classes for our most material peril regions.

From 2023 to 2024, PMLs have remained steady, with movements in specific zones. On a relative basis, the mix of PMLs across various key geographic and peril zones has been generally consistent over this period. Japan PMLs have reduced primarily due to the weakening of the Yen over the year. Other zonal changes are driven by execution of our gross to net strategy, including Aspen Capital Markets and outwards and retro reinsurance purchases, and adjustments in the balance of

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insurance and reinsurance risk based on pricing for natural catastrophe risk. This includes writing new treaties that were attractively priced.

PMLs for key geographic and peril zones are reviewed as part of our annual planning process and are monitored regularly across all portfolios with daily monitoring during key treaty renewal periods. Our underwriting strategy for property catastrophe exposed lines considers a number of underwriting factors and exposure measures including zonal PML limits, standalone and marginal required capital metrics, relative scoring and ranking across and between geographies and perils, terms and conditions and opportunities to deploy capital in other lines of business. Our property strategy is to build and maintain a balanced portfolio of adequately priced catastrophe risks to ensure we optimize our risk adjusted return profile.

Business Distribution

Our business is produced principally through brokers and reinsurance intermediaries. The brokerage distribution channel provides us with access to an efficient, global distribution system without the significant time and expense which would be otherwise incurred in creating wholly-owned distribution networks. The brokers and reinsurance intermediaries typically act in the interest of insureds, ceding clients or insurers and are instrumental to our continued relationship with our clients.

The following tables show our gross written premiums by broker and agent for each of our business segments for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Reinsurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total (1)		Gross Written Premiums		% of Total (1)
	($ in millions, except for percentages)
Marsh & McLennan Companies, Inc.	$	461.3	30.3	%	$	585.8	32.4	%	$	449.8	28.2	%
Aon Corporation	395.3		26.0		548.2		30.3		465.4		29.1
Arthur J Gallagher	213.0		14.0		111.8		6.2		25.2		1.6
Others	451.4		29.7		561.2		31.1		656.6		41.1
Total	$	1,521.0	100.0	%	$	1,807.0	100.0	%	$	1,597.0	100.0	%

_________________

(1)    The prior periods are re-presented to ensure consistency and replicate the current year breakdown for the addition of new material brokers and/or agents.

	Twelve Months Ended December 31, 2023				Twelve Months Ended December 31, 2022				Twelve Months Ended December 31, 2021
Insurance	Gross Written Premiums		% of Total		Gross Written Premiums		% of Total (1)		Gross Written Premiums		% of Total (1)
	($ in millions, except for percentages)
Ryan Specialty	$	271.9	11.1	%	$	235.4	9.3	%	$	214.9	9.2	%
Aon Corporation	251.0		10.3		421.2		16.6		215.8		9.2
Marsh & McLennan Companies, Inc.	245.7		10.0		361.2		14.3		238.6		10.2
Brown & Brown Inc	147.4		6.0		135.9		5.4		131.5		5.6
AmWINS Group Inc	137.6		5.6		113.7		4.5		105.7		4.5
Arthur J Gallagher (UK) Limited	137.6		5.6		82.6		3.3		73.3		3.1
Euclid	97.2		4.0		152.3		6.0		121.1		5.2
CRC Swett	82.7		3.4		93.0		3.7		77.9		3.3
Willis Group Holdings, Ltd.	75.9		3.1		154.2		6.1		94.6		4.0
Lockton Inc	60.6		2.5		109.8		4.3		61.2		2.6
Others	939.0		38.4		672.4		26.5		1,006.8		43.1
Total	$	2,446.6	100.0	%	$	2,531.7	100.0	%	$	2,341.4	100.0	%

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(1)    The prior periods are re-presented to ensure consistency and replicate the current year breakdown for the addition of new material brokers and/or agents.

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Claims Management

The Group’s Claims Team are a separate function within Aspen. We have a staff of experienced claims professionals who are structured into three core teams, being Insurance, Reinsurance and Claims Operations. The Insurance and Reinsurance teams are organized by portfolio with the Claims Operations team working across both teams. The Group Claims team operates under a global structure designed to achieve consistency and efficiencies across all lines of business. We have developed processes and internal business controls for identifying, tracking and settling claims, and authority levels have been established for all individuals involved in the reserving and settlement of claims.

The key responsibilities of our claims management departments include:

•processing, managing and resolving reported insurance or reinsurance claims efficiently and accurately to ensure the proper application of intended coverage, reserving in a timely fashion for the probable ultimate cost of both indemnity and expense and making timely payments in the appropriate amount on those claims for which we are legally obligated to pay;

•selecting appropriate counsel and experts for claims, manage claims-related litigation and regulatory compliance;

•contributing to the underwriting process by collaborating with underwriting teams and senior management in terms of the evolution of policy language and endorsements and providing claim-specific feedback and education regarding claims activity; and

•contributing to the analysis and reporting of financial data and forecasts by collaborating with the finance and actuarial functions relating to the drivers of actual claim reserve developments and potential for financial exposures on known claims.

On those facilities and accounts where it is applicable and permitted, external auditing firms in conjunction with a team of in-house claims professionals oversee and regularly audit claims handled under claims delegated authority and outsourcing agreements. The audits may involve a team of in-house claims professionals and that generally applies in relation to the audits of cedants on reinsurance. In addition, any referrals on claims in excess of the authority provided under a claims delegated authority arrangement, whether financial or coverage related, will be managed by the relevant claims handler as required under the terms of those agreements.

Senior management receives a regular report on the status of our reserves and settlement of claims. We recognize that fair interpretation of our reinsurance agreements and insurance policies with our customers, and timely payment of valid claims, are a valuable service to our clients and enhance our reputation.

Under the terms of the LPT with Enstar, Enstar has assumed claims control of the subject business since closing of the transaction and entrance on June 30, 2022 into an administrative services agreement, which sets forth the operational framework for the handling of the subject business. Claims Handling Guidelines were entered into setting out the management and oversight of the subject business. These guidelines ensure Enstar’s claims handling aligns to Aspen’s claims processes, procedures and philosophy with Enstar operating within Aspen’s claims handling systems. Aspen continues to handle certain claims on the subject business under “shared services.” The transaction presents certain operational and reputational risks for the Company, including in respect of claims management. For a description of the risks, refer to Item 3, “Risk Factors — Risks Related to Our Business — We rely on the execution of internal processes to maintain our operations and the operational risks that are inherent to our business, including those resulting from fraud or employee errors or omissions, may result in financial losses.”

Reserves

Under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable insurance laws and regulations in the countries where we operate, we are required to establish loss reserves for the estimated unpaid portion of the ultimate liability for losses and loss expenses under the terms of our policies and agreements with our insured and reinsured customers. The process of estimating these reserves involves a considerable degree of judgment and, as of any given date, is inherently uncertain. For a full discussion regarding our loss and loss expenses reserving process, refer to Item 5, “Operating and Financial Review and Prospects — Critical Accounting Estimates — Reserving Approach” and, in connection with the risks associated therewith, Item 3D, “Risk Factors — Insurance Risks — Our financial condition and operating results may be adversely

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affected if actual claims exceed our loss reserves.” The Reserve Committee oversees the development of the Aspen Group-level reserves.

Investments

Our investment strategy is focused on delivering stable investment income and total return through all market cycles while maintaining appropriate portfolio liquidity and credit quality to meet the requirements of our customers, rating agencies and regulators. To enhance investment returns where possible, we tactically adjust the duration of the investment portfolio and asset allocation taking into account the average liability duration of our reinsurance and insurance risks and our views of interest rates, the yield curve, credit spreads and markets for different assets.

As at December 31, 2023, we maintained an Asset and Liability Management Committee, which reports into the Group Executive Committee. The Group Chief Investment Officer is a voting member of the Asset and Liability Management Committee and provides updates as appropriate to the Group Investment Committee of the Board at its regular meetings, which in turn reports up to the Board. The primary purpose of the Asset and Liability Management Committee is to oversee the management of the Company’s asset and liability management framework, including in relation to interest rate, liquidity, foreign exchange, credit and inflation risks across its assets and liabilities, as well as the development of, and monitoring the adherence to, associated policies and procedures, and review of key assumptions relating to the Company’s investment strategy underpinning the development of the Company’s annual business plan as might impact asset and liability outcomes, in collaboration with other business functions.

The investment guidelines set by each entity’s board specify minimum criteria on the overall credit quality and liquidity characteristics of the portfolio, and include limitations on the size of certain holdings and restrictions on purchasing certain types of securities.

For additional information concerning our investments, refer to Item 5, “Operating and Financial Review and Prospects”, Item 18, Notes 4 and 6 of our consolidated financial statements, “Investments,” and “Fair Value Measurements,” respectively. For additional information concerning Current Expected Credit Losses (“CECL”) on investments, refer to Note 2(c) of our consolidated financial statements, “Basis of Presentation and Significant Accounting Policies — Accounting for Investments, Cash and Cash Equivalents.”

Competition

The insurance and reinsurance industries are mature and highly competitive. Competition varies significantly on the basis of product and geography. Insurance and reinsurance companies compete on the basis of many factors, including premium charges, general reputation and perceived financial strength, the terms and conditions of the products offered, ratings assigned by independent rating agencies, speed of claims payments, reputation and experience in the particular risk to be underwritten, quality of service, the jurisdiction where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered and various other factors.

We compete with major U.S., U.K., Bermuda based, European and other international insurers and reinsurers and underwriting syndicates from Lloyd’s, some of which have longer operating histories, more capital and/or more favorable financial strength ratings than we do, as well as greater marketing, management and business resources. This also includes new companies that enter the insurance and reinsurance industries. In addition, we compete with capital market participants that create alternative products, such as catastrophe bonds, that are intended to compete with traditional reinsurance products.

Increased competition could result in fewer submissions for our products and services, lower rates charged, slower premium growth and less favorable policy terms and conditions, any of which could adversely impact our growth and profitability. For a further discussion on the risks related to competition in our industry, please refer to Item 3D, “Risk Factors — Strategic Risks — Competition and consolidation in the (re)insurance industry could reduce our growth and profitability.”

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Ratings

Ratings by independent agencies are an important factor in establishing the competitive position of (re)insurance companies and are important to our ability to market and sell our products and services. Rating organizations continually review the financial positions of insurers, including us. As of the date of filing, the financial strength ratings of our Operating Subsidiaries were as follows:

Rating Agency	Rating	Rated Operating Subsidiary	Agency’s Rating Definition	Ranking of Rating
Standard & Poor’s Financial Services LLC (“S&P”)	A- (Strong - Stable outlook)	Aspen UK, Aspen Bermuda, and AAIC*	Strong capacity to meet financial commitments but somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than those in higher-rated categories	The ‘A’ grouping is the third highest of ten major rating categories.
A.M. Best Company, Inc. (“A.M. Best”)	A (Excellent) (Stable)	Aspen UK, Aspen Bermuda, Aspen Specialty and AAIC	An excellent ability to meet ongoing insurance obligations	The ‘A’ grouping is the second highest of seven major rating categories.
*Note that Aspen Specialty does not maintain its own rating from S&P.

These ratings reflect the respective opinions of S&P and A.M. Best regarding the ability of the relevant Operating Subsidiary to pay claims and are not evaluations directed to our investors or recommendations to buy, sell or hold our securities. These ratings are subject to periodic review by, and may be revised downward or revoked, at the sole discretion of, S&P and A.M. Best, respectively. Additionally, rating organizations may change their rating methodology, which could have a material impact on our financial strength ratings.

For a discussion of some potential risks relating to the ratings of our Operating Subsidiaries, refer to Item 3D, “Risk Factors — Strategic Risks — Our Operating Subsidiaries are rated and our Lloyd’s business benefits from a rating by one or more of A.M. Best and S&P and a decline in any of these ratings could adversely affect our standing among brokers and customers and cause our premiums and earnings to decrease, or may otherwise result in an adverse effect on our business, financial condition and operating results.”

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Regulatory Matters

General

The business of insurance and reinsurance is regulated in most countries, although the degree and type of regulation varies significantly from one jurisdiction to another. Compliance obligations are increasing in most jurisdictions as the focus on insurance regulatory controls has escalated in recent years, with particular emphasis on regulation of solvency, risk management and internal controls. The discussion below summarizes the material laws and regulations applicable to our Operating Subsidiaries and, where relevant, Peregrine. Our companies have met or exceeded the solvency margins and ratios applicable to them under relevant laws and regulations as at December 31, 2023.

Group Supervision

The Bermuda Monetary Authority (the “BMA”) acts as the group supervisor of the Aspen Group and has named Aspen Bermuda as the designated insurer. The Insurance Act 1978, as amended (the “Insurance Act”) and related group supervision regulations (collectively the “Group Supervision Regime”) set out provisions regarding group supervision and the responsibilities of the designated insurer. The Group Supervision Regime is in addition to the regulation of the Operating Subsidiaries in their local jurisdictions.

As the group supervisor, the BMA performs a number of functions including: (i) coordinating the gathering and dissemination of relevant or essential information for going concern or emergency situations, including the dissemination of information which is of importance for the supervisory task of other competent authorities; (ii) carrying out supervisory reviews and assessments of the insurance group; (iii) carrying out assessments of the Aspen Group’s compliance with the rules on solvency, risk concentration, intra-group transactions and good governance procedures; (iv) planning and coordinating through regular meetings held at least annually (or by other appropriate means) with other competent authorities, supervisory activities in respect of the insurance group, both as a going concern and in emergency situations; (v) coordinating enforcement actions that may need to be taken against the insurance group or any of its members; and (vi) planning and coordinating meetings of colleges of supervisors in order to facilitate the carrying out of the functions described above. As the designated insurer, Aspen Bermuda is required to facilitate and maintain compliance by the Aspen Group with the Insurance Act and the Group Supervision Regime.

Annual and Quarterly Filings. On an annual basis, the Aspen Group is required to submit to the BMA: (i) a group statutory financial return; (ii) audited group financial statements including notes to the financial statements, in accordance with GAAP standards (“Group Financial Statements”); and (iii) a group capital and solvency return, which includes the Group Bermuda Solvency Capital Requirement (“BSCR”), a risk-based capital adequacy model, and associated schedules, including, amongst others, a Group Solvency Self-Assessment (“GSSA”), a Financial Condition Report (the “FCR”) and an opinion of a BMA approved Group Actuary on the economic balance sheet technical provisions. In addition, the Aspen Group files quarterly group financial returns with the BMA. The GSSA is a self-assessment of our risk and solvency requirements that allows the BMA to obtain our view of the capital resources required to achieve our business objectives and to assess our governance, risk management and controls surrounding this process. The Group Financial Statements are published by the BMA on its website and the FCR is published on our public website.

Group Minimum Solvency Margin and Group Enhanced Capital Requirements. Aspen Holdings must ensure that the Aspen Group’s statutory assets exceed the amount of its statutory liabilities by the aggregate minimum margin of solvency of each qualifying member of the insurance group. A member is a qualifying member if it is subject to solvency requirements in the jurisdiction in which it is registered.

In addition, every insurance group must maintain available statutory capital and surplus in an amount equal to or exceeding its Enhanced Capital Requirement (“ECR”). The ECR is determined either by reference to the BSCR model or an approved internal capital model. The Aspen Group currently relies on the BSCR model to establish its ECR. The BMA also expects insurance groups to operate at or above a group Target Capital Level (“TCL”), which the BMA has set at 120% of the group ECR. The Aspen Group holds capital in excess of its TCL as at December 31, 2023. While an insurance group is not currently required to maintain its statutory capital and surplus at this level, the TCL serves as an early warning tool for the BMA and failure to maintain statutory capital at least equal to the TCL will result in additional reporting requirements and enhanced regulatory monitoring, as well as the submission of a remediation plan to restore capital above the TCL.

Bermuda

Aspen Bermuda is licensed as a Class 4 insurer and is subject to the Insurance Act, which imposes solvency and liquidity standards as well as auditing and reporting requirements on Bermuda insurers and reinsurers, and it empowers the BMA to

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supervise, investigate, require information and intervene in the affairs of Bermuda registered insurance companies. There are a number of remedial actions the BMA can take to protect the public interest if it determines that a Bermuda insurer or reinsurer may become insolvent or that a breach of the Insurance Act or of a registration condition has occurred or is about to occur.

In addition to requiring the appointment of a principal representative in Bermuda, the appointment of an independent auditor, the appointment of a loss reserve specialist and the filing of various financial statements and returns, significant provisions of the Insurance Act applicable to Aspen Bermuda include:

Enhanced Capital Requirements. Similar to the Group requirements, in order to minimize the risk of a shortfall in capital arising from an unexpected adverse deviation, the BMA expects Class 4 insurers such as Aspen Bermuda to maintain a TCL equal to 120% of its ECR. As at December 31, 2023, Aspen Bermuda holds capital in excess of its TCL.

Minimum Solvency Margin and Minimum Liquidity Ratio. Aspen Bermuda is also required to comply with a minimum solvency margin (“MSM”) and minimum liquidity ratio in respect of its business. The MSM is the greater of: (i) $100,000,000; or (ii) 50% of net written premiums (being gross written premiums less any premiums ceded (not exceeding 25% of gross premiums)) in its current financial year; or (iii) 15% of net losses and loss expense provisions and other insurance reserves; or (iv) 25% of the ECR reported at the end of its relevant year. The minimum liquidity ratio requires that the value of relevant assets not be less than 75% of the amount of relevant liabilities.

Any applicable insurer which at any time fails to meet the MSM requirements must, upon becoming aware of such failure, immediately notify the BMA and, within 14 days thereafter, file a written report with the BMA describing the circumstances that gave rise to the failure and setting out its plan detailing specific actions to be taken and the expected time frame in which the company intends to rectify the failure.

Any applicable insurer which at any time fails to meet the ECR applicable to it must, upon becoming aware of that failure, or of having reason to believe that such a failure has occurred, immediately notify the BMA in writing. In addition, within 14 days of such notification, the insurer must file with the BMA a written report describing the circumstances leading to the failure and a remediation plan, including specific actions to be taken to rectify the failure. Further, within 45 days of becoming aware of that failure, or of having reason to believe that such a failure has occurred, the impacted insurer must furnish the BMA with: (1) unaudited statutory economic balance sheets and unaudited interim financial statements prepared in accordance with GAAP covering such period as the BMA may require, (2) the opinion of a loss reserve specialist, where applicable, (3) a general business solvency certificate in respect of those financial statements, where applicable, (4) a capital and solvency return reflecting an ECR prepared using post-failure data, where applicable, (5) a long-term business solvency certificate in respect of those statements, where applicable and (6) the opinion of an approved actuary, where applicable. An insurer to whom this applies shall not declare or pay any dividends until the failure is rectified.

To enable the BMA to better assess the quality of a regulated insurer’s capital resources, applicable insurers are required to disclose the makeup of their capital in accordance with the “3-tiered capital system”. Under this system, all of the insurer’s capital instruments will be classified as either basic or ancillary capital, which in turn will be classified into one of three tiers based on their “loss absorbency” characteristics. Highest quality capital will be classified as Tier 1 Capital and lesser quality capital will be classified as either Tier 2 Capital or Tier 3 Capital. Under this regime, up to certain specified percentages of Tier 1, Tier 2, and Tier 3 Capital may be used to support the insurer’s MSM and ECR.

The characteristics of the capital instruments that must be satisfied to qualify as Tier 1 Capital, Tier 2 Capital, and Tier 3 Capital are set out in the Insurance (Eligible Capital) Rules 2012, as amended. Under these rules, Tier 1 Capital, Tier 2 Capital, and Tier 3 Capital may include capital instruments that do not satisfy the requirement that the instrument be non-redeemable or settled only with the issuance of an instrument of equal or higher quality upon a breach, or if it would cause a breach, in the ECR until January 1, 2026.

While the BMA has previously approved the use of certain instruments for capital purposes, the BMA’s consent will need to be obtained if such instruments are to remain eligible for use in satisfying the MSM and the ECR.

The BMA implemented an EBS framework which is used as the basis to determine the ECR for all commercial insurers, including Aspen Bermuda. The EBS framework applies prudential filters and other EBS valuation adjustments to an insurer's GAAP balance sheet to produce an economic valuation of the assets and liabilities of the insurer. The Insurance (Prudential Standards) Amendment Rules 2018 provide updates to certain aspects of the EBS framework and increase the ECR over a 3-year transition period for general business and a 10-year transition period for long-term business.

Restrictions on Dividends, Distributions and Reduction of Capital.  Aspen Bermuda may not declare or pay any dividends during any financial year if it would cause the insurer to fail to meet its relevant solvency margins, enhanced capital requirements or liquidity ratio, and an insurer which fails to meet its relevant margins on the last day of any financial year may not, without the approval of the BMA, declare or pay any dividends during the next financial year. In addition, as a Class 4

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insurer, Aspen Bermuda may not in any financial year pay dividends which would exceed 25% of its total statutory capital and surplus, as shown on its statutory balance sheet in relation to the previous financial year, unless it files with the BMA a solvency affidavit at least seven days in advance of payment. Further, Aspen Bermuda must obtain the prior approval of the BMA before reducing by 15% or more its total statutory capital as set out in its previous year’s financial statements.

The Insurance Amendment (No. 2) Act 2018 amended the Insurance Act to provide for the prior payment of unsecured policyholders’ liabilities ahead of general unsecured creditors in the event of the liquidation or winding up of an insurer. The amendments provide among other matters that, subject to certain statutorily preferred debts, the insurance debts of an insurer must be paid in priority to all other unsecured debts of the insurer. Insurance debt is defined as a debt to which an insurer is or may become liable pursuant to an insurance contract excluding debts owed to an insurer under an insurance contract where the insurer is the person insured.

In addition, our Bermuda companies, including Aspen Holdings and Aspen Bermuda, must comply with the provisions of the Companies Act 1981, as amended (the “Companies Act”), which, amongst other matters, regulates the payment of dividends and distributions. A Bermuda company may not declare or pay a dividend or make a distribution out of contributed surplus if there are reasonable grounds for believing that: (i) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value of the company’s assets would thereby be less than its liabilities.

Fit and Proper Controllers

The BMA maintains supervision over controllers (as defined herein) of all Bermuda registered insurers. For these purposes, a controller includes (1) the managing director of the registered insurer or its parent company, (2) the chief executive officer of the registered insurer or of its parent company, (3) a shareholder controller (as defined below) and (4) any person in accordance with those directions or instructions the directors of the registered insurers or its parent company are accustomed to act.

The definition of shareholder controller is set out in the Insurance Act but generally refers to (1) a person who holds 10% or more of the shares carrying rights to vote at a shareholders' meeting of the registered insurer or its parent company, (2) a person who is entitled to exercise 10% or more of the voting power at any shareholders' meeting of such registered insurer or its parent company or (3) a person who is able to exercise significant influence over the management of the registered insurer or its parent company by virtue of its shareholding or its entitlement to exercise, or control the exercise of, the voting power at any shareholders' meeting.

Where the shares of a registered insurer or special purpose insurer, or the shares of its parent company, are traded on a recognized stock exchange (as is the case for Aspen Bermuda and Peregrine), and a person becomes, or ceases to be, a 10%, 20%, 33%, or 50% shareholder controller of the insurer, that shareholder shall, within 45 days, notify the BMA in writing that such shareholder has become, or as a result of a disposition ceased to be, a shareholder controller of any such category. Accordingly, Aspen Bermuda and Peregrine must notify the BMA in writing if any person becomes, or ceases to be, a 10%, 20%, 33%, or 50% shareholder controller within 45 days of the acquisition or disposition.

Material Change

All registered insurers, including Aspen Bermuda and Peregrine, are required to give the BMA 30 days' notice of their intention to effect a material change within the meaning of the Insurance Act, and shall not take any steps to give effect to a material change unless, before the end of the notice period the registered insurer has been notified by the BMA in writing that it has no objection to such change or the period has lapsed without the BMA issuing a notice of objection.

Similarly, each designated insurer is required to give notice to the BMA of any material change in respect of the insurance group of which it is a member. This obligation will apply to Aspen Bermuda, as the designated insurer of the Aspen Group, for which the BMA acts as group supervisor.

Peregrine

Special Purpose Insurers and Segregated Account Companies. Peregrine is registered as a special purpose insurer (“SPI”) under the Insurance Act and licensed to carry on special purpose business. Special purpose business is defined under the Insurance Act as insurance business under which an insurer fully collateralizes its liabilities to the persons insured, in the forms contemplated by the Insurance Act.

SPIs are required to file electronic statutory financial returns and the BMA has the discretion to modify such insurer’s statutory filings requirements under the Insurance Act. Like other (re)insurers, the principal representative of an SPI has a duty to inform the BMA in relation to solvency matters, where applicable.

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Segregated Account Companies. Peregrine is also registered as a segregated accounts company under the Segregated Accounts Companies Act 2000, as amended. As a segregated accounts company, Peregrine is required to segregate the assets and liabilities linked to their respective segregated accounts from the assets and liabilities linked to their other respective segregated accounts and from their general account assets and liabilities. The segregated account representative of a segregated accounts company has the duty to inform the Registrar of Companies in relation to solvency matters and non-compliance, where applicable.

Economic Substance

Parent, the Company and certain of our Bermuda-domiciled subsidiaries are also subject to the Economic Substance Act 2018, as amended, and the Economic Substance Regulations 2018, as amended (together the “ESA”). The ESA was enacted to demonstrate Bermuda’s commitment to comply with international standards with respect to cooperation for tax purposes and to ensure that Bermuda does not facilitate the use of structures which attract profits, but which do not reflect real economic activity within Bermuda. The ESA provides that a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda (“non-resident entity”) that carries on as a business any one or more of the “relevant activities” referred to in the ESA must comply with economic substance requirements. The list of “relevant activities” includes carrying on any one or more of the following activities: banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities. Under the ESA, if an entity is engaged in one or more “relevant activities”, it is required to maintain a substantial economic presence in Bermuda and to comply with the economic substance requirements set forth in the ESA. An entity will comply with those economic substance requirements if it: (a) is managed and directed in Bermuda; (b) undertakes “core income generating activities” (as may be prescribed under the ESA) in Bermuda in respect of the relevant activity; (c) maintains adequate physical presence in Bermuda; (d) has adequate senior executives, employees or other persons in Bermuda with suitable qualifications; and (e) incurs adequate operating expenditure in Bermuda in relation to the relevant activity undertaken by it.

The ESA requires entities subject to it to make annual filings with the Bermuda Registrar of Companies to demonstrate the economic substance of the entity’s activities and business in Bermuda. Companies that are licensed to and carry on insurance as a relevant activity are generally considered to operate in Bermuda with adequate substance, with respect to their insurance business, if they comply with the existing provisions of (a) the Companies Act relating to corporate governance; and (b) the Insurance Act, that are applicable to the economic substance requirements, and the Registrar will have regard to such companies’ compliance with the Insurance Act (in addition to compliance with the Companies Act) in his assessment of compliance with the economic substance requirements. For those Aspen entities subject to the ESA, we expect that the filings will continue to meet the ESA requirements.

Amendments to insurance code of conduct

In August 2022, the BMA published various revisions to the Insurance Code of Conduct (the "Code"), which became effective on September 1, 2022. Aspen Group and Aspen Bermuda have been required to be compliant with the bulk of the amended Code since September 1, 2023. These revisions are intended to ensure that the Code remains aligned with international standards and able to address emerging issues. Overall, the amendments aim to improve and enhance the Code and its application, while at the same time, incorporating various housekeeping changes intended to simplify the document.

The BMA will continue to assess an insurer’s compliance with the Code based on the nature, scale and complexity of the insurer's operations. The BMA does not prescribe the exact manner in which regulated insurers can demonstrate compliance with the Code and expects individual insurers to use their best judgment when determining what is proportional to their individual circumstances.

The most substantive changes to the Code include the following:

i.Confirmation that section 1 (Introduction) of the Code includes "Collateralized Insurer" and "Class Innovative Insurer General Business" in the definition of limited purpose insurer;

ii.Expansion of section 4 (Corporate Governance) to clarify that an insurer's board of directors must include an appropriate number of independent directors without executive responsibility. In this regard, the Code now includes definitions of 'independent non-executive director' (that is to say, an independent director with no past ties to the company) and 'non-executive director' (which includes board members or senior executives of the parent company or the parent company's subsidiaries, but not executives of the insurer or its subsidiaries). Pursuant to these changes, an insurer that is a subsidiary of another Bermuda regulated entity and/or Bermuda registered insurance group or that is a subsidiary of an entity which is not a Bermuda registered entity or group but is subject to prudential regulation in another country, the Board must have an appropriate number of non-executive directors. A Board of an insurer that is registered in Bermuda and is a subsidiary of a parent company that is not a Bermuda registered entity and is not prudentially regulated must have an appropriate number of independent non-executive directors;

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iii.Amendment of section 4 (Corporate Governance) to require that the Board review board membership and the composition of its committees not less than every three years and upon a material change in the insurer's business activities or risk profile;

iv.Amendment of section 4 (Corporate Governance) to require the insurer to adopt a risk culture that encourages behavior and conduct that aligns with its risk appetite and develops governance mechanisms for measuring and monitoring risk culture effectiveness, with such assessments to be conducted on a regular basis;

v.Amendment of section 5 (Risk Management Framework) to require the insurer to demonstrate the economic impact of the risk mitigation techniques that originate from its reinsurance contracts;

vi.Inclusion of a definition of "Environment, Social and Governance Risk" in section 5 (Risk Management Framework), to incorporate more specific climate risk requirements in the Code, bringing it in line with the BMA's 11 August 2022 guidance note setting out the BMA's minimum expectations for insurers generally regarding the management and reporting of climate risks;

vii.Further expansion of section 5 (Risk Management Framework) to require each insurer to have a Business Continuity and Disaster Recovery plan that addresses all its key business processes and critical business functions. The effectiveness of the plan should be tested regularly and the documents constituting the plan must be available for inspection by the BMA; and

viii.Amendment of section 7 (Outsourcing) to enhance the requirements for material outsourcing arrangements critical to the insurer's operations to ensure that the insurer's due diligence and risk processes are undertaken prior to the insurer entering into an outsourcing arrangement. The BMA also requires the insurer to carry out contingency planning in the event that the service provider is unable to provide the outsourced activity for any reason.

Privacy & Cybersecurity Laws

PIPA regulates how any individual, entity or public authority may use personal information. PIPA reflects a set of internationally accepted privacy principles and good business practices for the use of personal information. Although PIPA was passed on July 27, 2016, the sections that are currently in effect are limited to those that relate to the establishment and appointment of the Privacy commissioner (“Privacy Commissioner”), the hiring of the Privacy Commissioner’s staff, and the general authority of the Privacy Commissioner to inform the public about PIPA. Following the Privacy Commissioner’s appointment, effective January 20, 2020, the PIPA Commissioner's office has begun communications with the public and stakeholders regarding full implementation of PIPA. On October 30, 2020 the Privacy Commissioner issued guidance regarding privacy safeguarding of personal information by public companies, however, PIPA’s remaining provisions have not been fully implemented and regulations under PIPA have not yet been provided. The Privacy Commissioner has recommended that organizations in Bermuda start to conduct data due-diligence across their existing business lines as a first stage towards PIPA compliance. The remaining provisions of PIPA will be brought into full effect on January 1, 2025.

In addition, the Insurance Amendment Act of 2020 became operative in August 2020 and requires entities regulated by the BMA to provide notice to the BMA of certain cybersecurity events. As a result, the BMA’s Insurance Sector Operational Cyber Risk Management Code of Conduct (“Cyber Risk Code”), which includes a series of minimum and recommended cybersecurity standards, became effective on January 1, 2021. The Cyber Risk Code is designed to promote the stable and secure management of information technology systems of regulated entities and requires that all registrants implement their own technology risk programs, determine what their top risks are and develop an appropriate risk response. This requires all registrants to develop a cyber risk policy which is to be delivered pursuant to an operation cyber risk management program and appoint an appropriately qualified member of staff or outsourced resource to the role of Chief Information Security Officer. The role of the Chief Information Security Officer is to deliver the operational cyber risk management program. The Insurance (Group Supervision) Amendment Rules 2022, effective January 1, 2023, enhance the regime by imposing a requirement to report cyber events when an insurance group has knowledge, or reason to believe, that an event resulting in a significant adverse impact to the group's operations, policyholders or clients has occurred within, at most, 72 hours and additionally within 14 days of the notification, the group must furnish the BMA with a report setting out known particulars of the case.

In November 2021, the board of directors of Aspen Bermuda approved a cyber risk policy. The board of directors of Aspen Bermuda must review and approve such policy on at least an annual basis, and reaffirmed its adoption of the cyber risk policy in November 2023. The BMA will assess a registrant’s compliance with the Cyber Risk Code in a proportionate manner relative to the nature, scale and complexity of its business. While it is acknowledged that some registrants will use a third party to provide technology services and that they may outsource their IT resources (for example, to an insurance manager where applicable), when so outsourced, the overall responsibility for the outsourced functions will remain with the registrant’s board of directors. Failure to comply with the requirements of the Cyber Risk Code will be taken into account by the BMA in

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determining whether a registrant is conducting its business in a sound and prudent manner as prescribed by the Insurance Act and may result in the BMA exercising its powers of intervention and investigation.

Management of Climate Change Risks

On March 9, 2023, the BMA published Guidance Notes on Management of Climate Change Risks for Commercial Insurers (the "Climate Guidance Notes"). The Climate Guidance Notes apply to the Aspen Group and Aspen Bermuda and outline the BMA’s expectations regarding management and reporting of climate change risks. The Climate Guidance Notes focus on corporate governance and risk management practices for climate risk in the context of environmental, social and governance risks of insurance business.

Although the Climate Guidance Notes focus on how climate change impacts risks that are transferred to insurers (i.e., ‘single materiality’), the BMA expects insurers to also specifically consider their own external impact on climate change (i.e., ‘double materiality’) as it may also revert back and affect in short, mid or long-term their own financial performance, reputation and operations and, by extension, the financial soundness of the sector as a whole.

The Climate Guidance Notes seek to take into account the diversity of insurers in the market. While it targets minimum standards the BMA expects insurers to embed into their operations, the BMA's expectations continue to be based on the principle of proportionality. Therefore, the application to the Aspen Group and Aspen Bermuda will be dependent on the nature of our operations and the scale, complexity and risk profile of our insurance business.

Additionally on September 27, 2023, the BMA published a Discussion Paper - Disclosure of Climate Change Risks for Commercial Insurers (“Climate Change Disclosures”) outlining the BMA’s proposal for insurers to publicly disclose their climate risk exposure, mitigation and monitoring activities, on an annual basis. Aligned to the Task Force on Climate-Related Disclosures (“TCFD”) framework, the proposed Climate Change Disclosures focus on four pillars: governance, strategy, risk management and metrics and targets and would require Aspen Group to comply within the financial reporting year ended December 31, 2024 and Aspen Bermuda within the year ended December 31, 2025.

Depending on future developments in this area, the BMA may seek to incorporate elements from the International Sustainability Standards Board’s (“ISSB”) first two IFRS Sustainability Disclosure Standards, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The ISSB standards may be sought at the forthcoming consultation paper stage, noting that in 2024, ISSB will succeed the monitoring of companies’ progress on climate-related disclosures from TCFD.

U.K. and E.U. Regulation

General. The financial services industry in the United Kingdom is currently regulated by the U.K.’s Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) (collectively, the “U.K. Regulators”). Aspen UK is authorized by the PRA to effect and carry out (re)insurance contracts in the United Kingdom in classes of general (non-life) business and is regulated by both the PRA with respect to prudential matters and by the FCA with respect to the conduct of its business. AMAL is authorized by the PRA and regulated by the PRA with respect to prudential matters and the FCA with respect to the conduct of its business. AMAL is also subject to regulation and direction from Lloyd’s. For more information see “—Lloyd’s Regulation” below.

The primary statutory objectives of the PRA in relation to its supervision of insurers and managing agents are: (1) to promote their safety and soundness; and (2) to contribute to the securing of an appropriate degree of protection for policyholders or those who may become policyholders. The PRA also has secondary objectives to facilitate: (i) effective competition in the markets for services provided by PRA-authorized firms, and (ii) subject to aligning with relevant international standards, the international competitiveness of the economy of the U.K. and its growth in the medium to long term. Further, the FCA has a general objective to secure an appropriate degree of protection for consumers, along with the further general objectives to protect and enhance the integrity of the U.K. financial system and to promote effective competition for the benefit of consumers, as well as a similar international competitiveness and growth objective. The U.K. Regulators have extensive powers to intervene in the affairs of insurance businesses and insurance mediation activities that they regulate and to monitor compliance with their objectives. Their enforcement tools include: (i) amending (including by imposing restrictions on) or withdrawing a firm’s authorization; (ii) prohibiting, restricting or suspending firms or individuals from carrying on or undertaking regulated activities; and (iii) publicly censuring and warning, fining or requiring compensation from firms and individuals who breach their rules.

U.K. authorized insurers and managing agents must comply with the PRA’s requirements (as set out in the PRA Rulebook) and insurers, managing agents and insurance intermediaries must comply with the FCA’s requirements (as set out in the FCA Handbook), which include the PRA’s Fundamental Rules and the FCA’s Principles for Businesses. In particular, under both Fundamental Rule 7 and Principle 11, firms must deal with the U.K. Regulators in an open and cooperative way, and must

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disclose to the U.K. Regulators anything of which they would reasonably expect notice. Such notifications may include where the firm has reason to believe that it has materially failed to comply with any requirement or if a senior manager is involved in any prohibited activity. U.K. authorized insurers, managing agents and insurance intermediaries must also adhere to a wide range of U.K. insurance legislation. The most notable of such legislation is the FSMA, which includes the requirements for becoming authorized to conduct regulated insurance activities, regulated and prohibited activities of an insurance company and an insurance intermediary, the approval process for the acquisition or disposal of control of insurance companies and insurance intermediaries, rules on financial promotions, transfers of insurance portfolios and market abuse provisions. This is complemented by a range of statutory instruments on certain subjects, for example, the authorization or exemption process. Legislation based on U.K. Solvency II is also relevant (as described in more detail under “—Solvency Requirements” below). In addition, U.K. companies carrying out insurance activities must comply with general legislation, such as the U.K. Companies Act 2006.

The FCA’s Insurance: Conduct of Business Sourcebook of the FCA Handbook (“ICOBS”) outlines high-level standards that apply to all non-investment insurance product sales such as that of Aspen UK and AMAL from an establishment in the United Kingdom and regulates the standard of day-to-day conduct of business. The overall aim of ICOBS is to ensure that customers within its scope are treated fairly, products and services provide fair price and fair value and to provide customers with clear, fair information when insurance policies are sold.

ICOBS applies to business with retail customers, which means it will not apply to “contracts of large risk” sold to commercial customers or other contracts of large risk where the risk is located outside the United Kingdom. Nor does it apply to activities connected to the distribution of group insurance policies or the extension of these policies to new members. ICOBS therefore applies to a broad range of “non-large risk” commercial business as well as to consumers.

A new “consumer duty” was set out by the FCA’s policy statement published in July 2022 which aims to have a material impact on how financial services companies including insurance companies, managing agents and insurance intermediaries interact with retail customers and set higher standards of care to retail customers over the lifecycle of their products. The rules build on existing product governance and pricing rules and require in-scope companies to define, monitor and evidence how the business models, actions and culture are delivering good customer outcomes in the four areas of products and services, price and value, consumer understanding and consumer support. The consumer duty applies to broadly the same types of customers as ICOBS, and non-large commercial customers as well as consumers. Firms were required to have implemented the consumer duty from July 31, 2023 for new and existing products and services that are open to sale or renewal and will have until July 31, 2024 to apply to those held in closed books.

The FCA has indicated that it will use its supervisory tools to compel the delivery of better outcomes for consumers. The U.K. general insurance market has already seen significant interventions in relation to specific products and business lines where the FCA believes retail customers are not receiving fair value and/or that commissions levels received by distributors cannot be justified by the services they provide.

Aspen UK, AMAL, and Aspen UK Syndicate Services Limited (“AUKSSL”) are subject to the FCA’s consumer duty rules. In preparation for the introduction of the new rules, an implementation plan was developed with reference to the four consumer duty outcomes: products and services; prices and value; customer understanding; and customer support. A number of activities were undertaken in order to ensure compliance with the consumer duty rules which included enhancements to governance, management information and reporting, product governance arrangements, delegated underwriting arrangements (including the binding authority agreements entered into with managing general agents) and the appointment of a board-level consumer duty champion for each of the regulated entities.

All persons who effectively run the insurance undertakings, managing agents and insurance intermediaries or have other key functions must at all times be fit and proper and notified to the PRA/FCA and Lloyd’s (where applicable). The U.K.’s framework for ensuring the standards of such persons is the Senior Managers and Certification Regime (“SM&CR”). The SM&CR consists of three parts: the Senior Managers Regime, the Certification Regime and the Conduct Rules. The application of SM&CR depends on the individual’s role and level of seniority in a business.

The FCA and PRA have published a joint discussion paper (DP23/3 and DP1/23) on the review of the SM&CR. The discussion paper considers the effectiveness, scope, and proportionality of the regulatory regime and aims to identify ways to improve the regime to help it work better for firms and regulators. His Majesty’s Treasury (the “HM Treasury”) has, in parallel, launched a Call for Evidence and is also seeking feedback on the SM&CR. The PRA and FCA are considering the responses and continuing to work together with HM Treasury to decide next steps (which may result in changes to the SM&CR).

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Change of Control

Under FSMA, the prior approval from the PRA and/or FCA is required before any person or entity, together with its associates, acquires “control” of or increases its control over a regulated company, or over the parent undertaking of a regulated company. In relation to Aspen UK and AMAL (which is an authorized insurer and managing agent respectively), in summary, a “controller” is defined for these purposes as a person who holds (either alone or in concert with others) 10% or more of the shares or voting power in the relevant regulated entity or its parent undertaking, or holds significant influence over the management of such regulated entity by virtue of their shareholding or voting power. Thereafter, the prior approval of the PRA and/or FCA is required if any person or entity (or two or more persons acting in concert) proposes to acquire shares or voting power in a regulated entity or the parent undertaking of a regulated entity, such that they cross one of the following shareholding or voting power thresholds: (i) 20% or more but less than 30%; (ii) 30% or more but less than 50%; or (iii) 50% or more. In relation to AUKSSL (which is an authorized insurance intermediary), the test for control is the same, however, there is only one relevant threshold of 20% or more.

Similar to PRA and/or FCA approval, an entity seeking to acquire “control” of or increase its control over AMAL is required to obtain Lloyd’s prior consent (and the same thresholds noted above apply in this context). Any entity seeking to acquire “control” of or increase its control over AUL is required to obtain Lloyd’s prior consent (again, the same thresholds noted above apply in this context).

Controllers must notify the PRA and/or FCA, and/or Lloyd’s (as applicable) in writing of a reduction or cessation of control before effecting the change, although regulatory approval is not required.

Brexit Transition Update

Prior to the United Kingdom’s decision to withdraw from the E.U. customs union and single market, an insurance company or insurance intermediary with authorization to write insurance business in the United Kingdom could provide cross-border services in other member states of the EEA subject to having notified the appropriate EEA host state regulator via the PRA/FCA prior to commencement of the provision of services and the appropriate EEA host state regulator not having good reason to refuse consent. Aspen UK had notified the Financial Services Authority (the PRA/FCA’s predecessor) of its intention to write insurance and reinsurance business in all other EEA member states. As a result, prior to Brexit, Aspen UK was licensed to write insurance business under the “freedom of services” within all EEA member states (freedom of services and freedom of establishment rights together, “Passporting Rights”). Also prior to Brexit, as a general insurer, Aspen UK was also able to carry out reinsurance business on a cross-border services basis across the EEA.

As a result of Brexit concluding on December 31, 2020, Aspen UK lost its EEA financial services Passporting Rights. However, AMAL continues to be able to access the EEA market through Lloyd’s Insurance Company. Lloyd’s Insurance Company commenced underwriting all non-life risks from non-U.K. EEA countries from January 1, 2019. Our business written through Lloyd’s Insurance Company is 100% reinsured by Syndicate 4711.

In 2020, Aspen UK contacted all thirty EEA regulators where Aspen UK had written policies to advise them that Aspen UK had ceased writing insurance business in their jurisdiction, and that Aspen UK would not actively underwrite new insurance risks, renew risks, or make mid-term adjustments to existing policies in their jurisdiction. Aspen UK requested their permission to continue to collect premiums and pay claims (including those that arise in the future) without requiring local authorization.

Sweden is the only jurisdiction where the regulator objected to Aspen UK’s request, where it has live policies and claims outstanding. Action (including novation) is being taken and further options evaluated to ensure that valid claims on Swedish policies can be settled. Aspen UK has taken steps to ensure compliance with all post-Brexit local regulatory requirements, including those relating to transitional arrangements, particularly where these are limited in time. The temporary transition regimes in Denmark, Spain and The Netherlands expired on December 31, 2021, December 31, 2022 and March 17, 2023, respectively; Aspen UK took steps to seek to ensure that all policies were to have expired and claims where it is the lead insurer settled prior to these dates (a Spanish claim in litigation continues). Following the March 17, 2023 deadline in The Netherlands, however, we were subsequently made aware that the novation of one coverholder risk had not in fact completed before the deadline; this has been reported to DNB (the Dutch regulator). We were informed on July 28, 2023 that the matter had been referred to the DNB’s enforcement team, but as of March 13, 2024, the DNB have taken no further action. Cancellation and re-writing of the risk onto Lloyd’s Insurance Company with a March 17, 2023 effective date was completed to resolve the situation, and the DNB so informed. Aspen UK has further updated the DNB as to the small number of outstanding claims where Aspen UK is a follow insurer and not a decision-making party.

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For more information on the uncertainty surrounding the implementation and effect of Brexit, refer to Item 3D, “Risk Factors - Regulatory Risks - The United Kingdom’s withdrawal from the European Union has had, and may continue to have, an adverse impact on our business, results of operations and financial condition”.

Solvency Requirements. Aspen UK and AMAL (by virtue of being a managing agent at Lloyd’s) are required to meet economic risk-based solvency requirements that were originally set out by the E.U. directive covering the capital adequacy, risk management and regulatory reporting for insurers (the “Solvency II Directive”). The Solvency II Directive, together with European Commission delegated and implementing acts and guidance issued by the European Insurance and Occupational Pensions Authority (“EIOPA”), has been adopted by the PRA in the United Kingdom and sets out classification and eligibility requirements, including the features which capital must display in order to qualify as regulatory capital.

Despite the Brexit transitional period coming to an end, the European Union (Withdrawal) Act 2018, as amended, has retained all directly applicable direct E.U. legislation into domestic U.K. law (legislation which applied directly in the United Kingdom before 11:00 pm on December 31, 2020) and preserved the U.K. transposition of E.U. directives at that point, thus ensuring the continuing application of the regulatory framework brought about by the Solvency II Directive under the U.K.’s financial services regulatory regime (the “U.K. Solvency II”).

In June 2023, the Financial Services and Markets Act 2023 (“FSMA 2023”) received royal assent. FSMA 2023 provides a framework for the revocation of retained E.U. law in financial services (including U.K. Solvency II) and its replacement with corresponding regulators’ rules (in the case of Solvency II, mainly in the PRA’s Rulebook). Since the transition period, the U.K. Solvency II has been subject to a major review in its application in the United Kingdom, corresponding with a parallel review in the European Union (known as the 2020 review).

Following the release of HM Treasury’s consultation paper in April 2022, it published its response in November 2022 which sets out the U.K. Government’s final reform package on the Solvency II framework in the United Kingdom. An additional PRA policy statement on “Review of Solvency II: Adapting to the UK insurance market” (PS2/24) also came out in February 2024 providing the PRA’s feedback to responses received to an earlier June consultation paper. Significant changes to be introduced by these reforms included the reduction in risk margin by 30% for non-life insurers and the proposal to remove branch capital requirements. This will benefit branches of foreign insurers based in the United Kingdom immediately upon implementation, as well as reduce barriers for foreign insurers wishing to establish a U.K. branch in the future. The U.K. Government has also decided to introduce a new mobilization scheme for insurers which would create an optional stage in a prospective insurer’s entry to the market, including adjusted entry requirements such as a lower capital floor, lower expectations for key personnel and governance structures, and exemptions from certain reporting requirements. This should help start-up firms to: (i) raise the capital they need for authorization and market entry; and (ii) boost competition in the sector; and support firms to launch new innovative products. The U.K. Government has also decided to increase the thresholds for the size and complexity of insurers before U.K. Solvency II applies to £25 million in annual gross written premiums and to £50 million in gross technical provisions.

In June 2023, HM Treasury published draft legislation focusing on changes to the risk margin and the PRA issued the first of two consultations (the second was published at the end of September 2023) covering reform proposals for insurers. The Insurance and Reinsurance Undertakings (Prudential Requirements) Regulations 2023 came into force on December 31, 2023 and modified the current risk margin calculation. It is expected that the reforms forming part of “Solvency UK” will be in place by the end of 2024.

In January 2022, the U.K. Parliament, via its Industry and Regulators Committee, launched an inquiry and with it a ‘Call for Evidence’ into the U.K. insurance and reinsurance industry and, specifically, into the regulation of the London market, the U.K.’s market for commercial and wholesale specialty risks. The purpose of the inquiry was to “explore the extent to which regulatory policy is well-designed and proportionately applied and the possibilities for optimizing policy following Brexit.” The inquiry will further consider the roles of the current regulators, such as the FCA and the Bank of England, as well as the appropriateness of regulation. Following its inquiry, the Industry and Regulators Committee wrote to the then Economic Secretary to the Treasury, John Glen MP, outlining industry concerns regarding the lack of proportionality in the regulation of the London Market by the PRA and FCA, which was described as overly burdensome and demanding. The Industry and Regulators Committee explained industry concerns that an overly inflexible culture within the regulators may inhibit new forms of business within the U.K. commercial re(insurance) industry, proposing that the government’s secondary objective of growth and competitiveness needs to be reinforced with clear criteria and appropriate performance measures for the regulators to report on. The result of these reviews by the U.K. Government may have an impact on whether the U.K. is granted Solvency II equivalence status by the European Union in any of the three areas to which equivalence applies.

Aspen UK is required to maintain a minimum margin of solvency (known as “own funds”) equivalent to their Solvency Capital Requirements (“SCR”) at all times, the calculation of which depends on the type and amount of insurance business

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written as well as reserve, credit, market and operational risks. To cover similar risks, AUL is required to maintain funding equivalent to its Lloyd’s Economic Capital Assessment (ECA) which is valued by reference to the syndicates’ SCRs. The financial resources maintained in support of the SCR must be adequate, both as to amount and quality, to ensure that there is no significant risk that an entity’s liabilities cannot be met as they fall due. If the PRA with respect to Aspen UK or Lloyd’s with respect to AMAL, considers that there are insufficient capital resources, it can impose additional requirements in relation to the amount and quality of the resources it considers necessary. Any failure to comply with such requirements introduced by regulators can result in intervention by regulators or the imposition of sanctions, which could have an adverse effect on Aspen UK’s and/or Aspen Lloyd’s results and financial position.

The SCR is calculated by an approved internal capital model or by a standard formula prescribed by U.K. Solvency II. Aspen UK has received approval from the PRA, and AMAL has received approval from Lloyd’s, to use an agreed internal model to calculate their respective SCR (the “Internal Model”). Aspen UK and AMAL are required to ensure that the Internal Model operates properly on a continuous basis and that it continues to comply with the “Solvency Capital Requirements - Internal Models” provisions as set out in the PRA Rulebook and U.K. Solvency II, and, with respect to AMAL, within the Lloyd’s regulatory framework, including the principles for doing business at Lloyd’s. If Aspen UK fails to comply with these requirements, the PRA may revoke its approval for Aspen UK to use the Internal Model. In addition, failure to adequately capture areas of risk (including as may be identified in the Own Risk and Solvency Assessment (“ORSA”)) in the calculation of the SCR may result in the PRA applying a capital add-on to the SCR calculated by the Internal Model. Aspen UK must also maintain the ability to calculate its SCR using the Standard Formula as prescribed by U.K. Solvency II.

Solvency II Regime Reports and Returns. Aspen UK is required to submit quarterly and annual filings with the PRA including an annual Solvency and Financial Condition Report (“SFCR”), which must be posted on Aspen’s website. Aspen UK must submit an annual ORSA to the PRA and AMAL must submit an ORSA policy at an agent level to Lloyd’s and an ORSA report (covering the syndicate under management) to Lloyd’s. The ORSA report is produced annually and provides a summary of all the activity and processes during the preceding year to assess and report on risks and ensure that our overall solvency needs are met at all times, and which will include a forward-looking assessment. It also explains the linkages between business strategy, business planning and capital and risk management processes. Further, Aspen UK and AMAL may need to perform an additional ORSA and submit the corresponding ORSA report to the PRA and/or Lloyd’s, following any significant change in its risk profile. In 2021, the PRA granted Aspen UK a waiver for five years absolving it from the requirement to produce certain regulatory returns at the U.K.-sub-group level due to Aspen Bermuda being subject to equivalent group supervision.

Material Outsourcing Requirements

Under U.K. insurance regulation, an outsourcing arrangement is material if it is of such importance that weakness, or failure, of the service provider would cast serious doubt upon the firm’s continuing satisfaction of the U.K. Regulators’ threshold conditions for authorization and their Fundamental Rules/Principles. The U.K. Regulators require insurers and managing agents to apply adequate governance and controls in respect of material outsourcing agreements.

The most prominent “material outsourcing” rules that apply to Aspen UK and AMAL are set out in the PRA’s recent supervisory statements, “Outsourcing and third party risk management” (SS2/21) and “Operational resilience: Impact tolerances for important business services” (SS1/21). Aspen UK and AMAL are also subject to a number of related rules that derive from U.K. Solvency II.

Pursuant to these rules, certain rights pertaining to Aspen UK and AMAL must be included in any material outsourcing agreements, including: (i) the right for Aspen UK and AMAL to receive information from the service provider about the performance of the services; (ii) the right for Aspen UK and AMAL to instruct the service provider in respect of these functions; and (iii) the right for Aspen UK and AMAL, their external auditors and the U.K. Regulators to audit the service provider. See “Material Contracts and Related Party Transactions.” Aspen UK and AMAL are also required to notify the U.K. Regulators of any new material outsourcing arrangement or material amendments to current material outsourcing agreements and obtain their “non-objection” in relation to them before they can be executed or be materially amended by the parties.

Aspen UK and AMAL must ensure that its board of directors and senior management set appropriate risk management policies, systems and controls in respect of Aspen UK and AMAL’s outsourcing and third-party arrangements and must ensure that they are properly carried out. In particular, these individuals should receive clear, consistent, robust and timely management information relating to each service provider’s performance which will enable them to effectively oversee these activities and provide challenge in relation to them. If a service provider does not adhere to predetermined performance standards, Aspen UK and AMAL must be able to implement effective remediation procedures or exit strategies.

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Aspen UK and AMAL must also ensure that its systems and controls specifically identify and prioritize “important business services,” and consider and monitor whether it has dedicated appropriate resources to ensure that it has sufficient operational resilience in the event of any potential material disruption to the services provider (for example, by preparing and maintaining a business continuity or disaster recovery plan covering such circumstances).

Restrictions on Dividend Payments.  The company law of England and Wales prohibits English companies, including Aspen UK, AMAL, AUL and AUKSSL, from declaring dividends to their shareholders unless they have profits available for distribution. The determination of whether a company has profits available for distribution is based on its accumulated realized profits and other distributable reserves less its accumulated realized losses. While the U.K. insurance regulatory rules impose no general restrictions on a general insurer’s ability to declare a dividend, the PRA’s rules require each authorized insurance company within its jurisdiction to maintain its solvency margin at all times, and any action to declare or pay a dividend in breach of SCR without a PRA waiver may result in the firm’s shares being rendered ineligible for Tier 1 treatment. Accordingly, Aspen UK, Aspen Lloyd’s (acting through AMAL), AUL and AUKSSL may not pay a dividend if the payment of such dividend would result in their SCR coverage ratio falling below certain levels. In addition, any future changes regarding regulatory requirements, including those described above, may restrict the ability of Aspen UK, AMAL, AUL and AUKSSL to pay dividends in the future.

ESG

ESG continues to be an area of focus among our global regulatory authorities including but not limited to the PRA, FCA, Lloyd’s and BMA. The regulators have indicated that ESG will remain a supervisory priority and firms are required to comply with existing and emerging ESG-related requirements. Existing environmental regulations such as the PRA’s supervisory statement SS3/19 “Enhancing banks’ and insurers’ approaches to managing the financial risks from climate change” require Aspen UK and AMAL to: (i) fully embed consideration of climate-related risks into its governance arrangements; incorporate climate-related financial risks into existing risk management practices; (ii) utilize scenario analysis to inform strategy setting, risk assessment and risk identification; and (iii) develop and maintain an appropriate approach to the disclosure of climate-related financial risks. Aspen UK and AMAL are also required to allocate responsibility for managing climate-related risk to a senior manager under SM&CR. Similar climate-related regulations exist for Aspen Group and Aspen Bermuda under the BMA’s Climate Change Guidance Notes.

In October 2021, Lloyd’s published their Guidance for managing agents (such as AMAL) on best practices for establishing an ESG strategy and framework. The Guidance focuses on integrating ESG within business planning and operations, engagement with the value chain, and policies and conditions.

On November 28, 2023, the FCA published Policy Statement 23/16 on sustainability disclosure requirements and investment labels regime. The FCA is, among other things, introducing a general ‘anti‑greenwashing’ rule, which will be applicable to Aspen UK and AMAL, to clarify that sustainability-related claims must be clear, fair and not misleading. The general ‘anti-greenwashing’ rule comes into force on May 31, 2024 and the FCA is also consulting on new guidance on the expectations for FCA authorized firms subject to the general ‘anti-greenwashing rule’ which will take effect at the same time.

In September 2023, the PRA and FCA issued a joint consultation paper (CP18/23 and CP23/20) on diversity and inclusion applicable to Aspen UK and AMAL. Among other requirements, the PRA and FCA are seeking to require firms to: (i) develop a diversity and inclusion strategy; (ii) set out how the firm will meet its objectives and goals; (iii) collect, report and disclose certain data; and (iv) set targets to address under representation. For further information refer to “Risk Factors—Risks Related to Our Business—Strategic Risks—Increasing scrutiny and evolving expectations from investors, customers, regulators, policymakers and other stakeholders regarding environmental, social and governance matters may adversely affect our reputation or otherwise adversely impact our business and results of operations.”

Brexit and the U.K. GDPR. Following the United Kingdom’s departure from the European Union, commonly referred to as Brexit, the European Union General Data Protection Regulation’s (the “E.U. GDPR”) data protection obligations continue to apply to the United Kingdom in substantially unvaried form under the so called “U.K. GDPR”. The U.K. GDPR exists alongside the U.K. Data Protection Act 2018 which implements certain derogations in the U.K. GDPR into U.K. law. Under the U.K. GDPR, companies not established in the U.K. but who process personal data (i.e., information which identifies or from which an individual is identifiable) in relation to the offering of goods or services to individuals in the U.K., or to monitor their behavior will be subject to the U.K. GDPR and will be required to appoint a data protection representative in the U.K., provided certain exceptions are not met. Otherwise, the requirements of the U.K. GDPR are virtually identical to those of the E.U. GDPR and as such, may lead to similar compliance and operational costs. For information on E.U. GDPR and U.K. GDPR, refer also to Item 3, “Risk Factors — Other Operational Risks — Evolving privacy and data security regulations could expose our business to reputational harm and cause losses.”

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In addition, Brexit has implications for transfers of personal data between the UK and the EEA and vice versa. Transfers of personal data from the UK to the EEA and vice versa are unrestricted and do not require additional safeguards since the EU has formally declared the UK’s data protection regime as “adequate” and similarly the UK has formally approved the adequacy of the EU. As a result, transfers of personal data from the EEA to the UK, and vice versa, remain unrestricted and do not require any additional safeguards. The duration of the current adequacy decision will expire on June 27, 2025, at which point the European Commission can decide whether to extend the adequacy decision for a further period up to a maximum of another four years.

EU Privacy Laws and Regulations. The UK GDPR and the EU GDPR (together referred to as the “GDPR”) impose comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer and other use of personal data including a principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audits.

In addition, some of the personal data we process in respect to individual customers, policy holders or beneficiaries is special category or sensitive personal data under the GDPR, and subject to additional compliance obligations and to local law derogations. We may be subject to diverging requirements under E.U. member state laws and U.K. law, such as whether consent can be used as the legal basis for processing. As these laws develop, we may need to make operational changes to adapt to these diverging rules, which could increase our costs and adversely affect our business.

Failure to comply with the GDPR could result in penalties for noncompliance. Since we are subject to the supervision of relevant data protection authorities under both the E.U. GDPR and the U.K. GDPR, we could be fined under each of those regimes independently in respect of the same breach. Penalties for certain breaches are up to the greater of EUR 20 million/GBP 17.5 million or 4% of our global annual turnover. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions).

The GDPR regulates cross-border transfers of personal data out of the EEA/UK . Case law from the Court of Justice of the European Union (“CJEU”) states that reliance on the standard contractual clauses – a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism – alone may not necessarily be sufficient in all circumstances, and that transfers must be assessed on a case-by-case basis. On October 7, 2022, President Biden signed an Executive Order on ‘Enhancing Safeguards for United States Intelligence Activities’ which introduced new redress mechanisms and binding safeguards to address the concerns raised by the CJEU in relation to data transfers from the EEA to the United States and which formed the basis of the new E.U.-U.S. Data Privacy Framework (“DPF”), as released on December 13, 2022. The European Commission adopted its adequacy decision in relation to the DPF on July 10, 2023, rendering the DPF effective as an E.U. GDPR transfer mechanism to U.S. entities self-certified under the DPF. On October 12, 2023, the U.K. Extension to the DPF came into effect (as approved by the U.K. Government) as a U.K. GDPR data transfer mechanism to U.S. entities self-certified under the U.K. Extension to the DPF. We currently rely on the E.U. standard contractual clauses and the U.K. Addendum to the EU standard contractual clauses and the U.K. International Data Transfer Agreement, as relevant, to transfer personal data outside the EEA and the U.K. with respect to both intragroup and third party transfers. We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In particular, we expect the DPF adequacy decision to be challenged and international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by EU regulators. As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we will have to implement revised standard contractual clauses for existing intragroup, customer and vendor arrangements within required time frames; and/or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operations and financial condition.

EU / UK AI Laws and Regulations. The EU has developed a standalone law to govern the offering and use of AI systems in the EU (the “AI Act”) which reached political agreement on 8 December 2023 and is expected to be adopted and enter into force during the first half of 2024. The AI Act imposes regulatory requirements onto AI system providers, importers, distributors, and deployers, in accordance with the level of risk involved with the AI system (“unacceptable”, “high”, “limited”, and “minimal” risk). In the most recent iteration of the AI Act’s text, general-purpose AI systems have also been made subject to a number of requirements – mostly akin to the requirements that apply to high-risk AI systems under the AI Act.

Currently, the AI Act is expected to become enforceable in a gradual manner – depending on the regulatory requirement in question, and ranging anywhere from 6 to 36 months following adoption and entry into force of the AI. Non-compliance with the AI Act may be subject to regulatory fines of up to 7% of annual worldwide turnover or €35 million. In parallel, the EU has proposed revisions to the EU Product Liability Directive and has introduced a new EU AI Liability Directive to facilitate claims

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for damages brought by EU users of AI systems.

The UK has adopted a “soft law” approach to AI regulation meaning it has not adopted formal legislation to regulate AI but has adopted soft law guidelines in the form of a White Paper published on 29 March 2023. The UK intends to develop a sector-specific, principle-centered approach to AI regulation, with the relevant regulators for a particular sector (e.g., UK’s FCA and PRA) being responsible for issuing guidance and taking enforcement action.

We are assessing the scope of application, impact, and risk of these AI developments in the EU and the UK on our business and will continue to assess this moving forward. Compliance with these new AI laws and regulations may require substantial amendments to our procedures and policies and the changes could adversely impact our business by increasing operational and compliance costs or impact business practices. Further, there is a risk that the amended policies and procedures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant litigation, government investigations, administrative and monetary sanctions as well as, reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

Branch Regulations

General

Aspen UK and Aspen Bermuda are required to meet local capital requirements and make required local regulatory filings in connection with their respective branch office operations.

Switzerland

In 2019, ABL established a branch in Zurich, Switzerland to write property and casualty reinsurance and specialty reinsurance with inception dates from January 1, 2020. A branch that writes only reinsurance is not currently subject to supervision under the Insurance Supervision Act (Switzerland) by the Financial Markets Supervisory Authority (“FINMA”).

Aspen UK established a property and casualty reinsurance branch in Zurich, Switzerland in 2007. In 2010, Aspen UK established an insurance branch in Zurich, Switzerland, which was regulated by FINMA pursuant to the Insurance Supervision Act (Switzerland). In 2017, Aspen UK discontinued writing insurance business via the insurance branch in Switzerland. In 2020, Aspen UK ceased writing reinsurance via the reinsurance branch in Switzerland, however, FINMA maintains supervision over the Aspen UK branch while the business is in run off.

Singapore

In February 2021, Aspen Bermuda received approval from the Monetary Authority of Singapore (“MAS”) and established a reinsurance branch in Singapore. The activities of this branch are regulated by the MAS pursuant to The Insurance Act of Singapore. Aspen Bermuda is also regulated by the Accounting and Corporate Regulatory Authority (“ACRA”) as a foreign company in Singapore.

Aspen UK has a reinsurance branch in Singapore that is regulated by the MAS and pursuant to The Insurance Act of Singapore and by ACRA as a foreign company in Singapore. Action was taken in 2021 to transition the business currently written through our Aspen UK Singapore branch to the Aspen Bermuda branch in Singapore and it is no longer binding new business.

AMAL set up a subsidiary company, Aspen Singapore Pte. Ltd. (“ASPL”), to access insurance business in Singapore and regulatory approval for ASPL to act as an intermediary was received from MAS in 2015. ASPL was incorporated by ACRA in 2015 as a local company regulated by the Companies Act of Singapore. ASPL went into run-off in September 2021, and was subsequently de-authorized on a voluntary basis with effect from August 31, 2023 in accordance with local regulatory requirements. Work is now proceeding towards the corporate dissolution of ASPL, which is anticipated to take effect in the first half of 2024.

Canada

Aspen UK established a Canadian branch in 2006 whose activities are regulated by the Office of the Superintendent of Financial Institutions (“OSFI”). OSFI is the federal regulatory authority that supervises Canadian and non-Canadian insurance companies operating in Canada pursuant to the Insurance Companies Act (Canada). In addition, the branch is subject to the laws and regulations of each of the provinces and territories in which it is licensed.

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Australia

Aspen UK established an Australian branch in 2008 whose activities are regulated by the Australian Prudential Regulation Authority (“APRA”). Aspen UK is also registered by the Australian Securities and Investments Commission as a foreign company in Australia under the Corporations Act of Australia 2001. Aspen UK’s Australia branch ceased underwriting new or renewal business as at December 31, 2021; Aspen UK intends for it to enter formal run-off under APRA regulation in due course.

In 2021, the Company formed Aspen Australia Service Company Pty Limited (“AASC”), a coverholder which underwrote reinsurance business on behalf of Syndicate 4711 at Lloyd’s. AASC ceased writing new or renewal business in AASC effective as at October 31, 2022. AASC’s physical office in Australia closed as at March 31, 2023 and the Company is reviewing its strategy for the AASC legal entity.

For additional information on our branches, refer to Item 18, Note 21(a) of our consolidated financial statements, “Commitments and Contingent Liabilities - Restricted Assets.”

Other Regulated Firms

Aspen UK Syndicate Services Limited (previously APJ Services Limited) is authorized and regulated by the FCA. AUKSSL is subject to the Insurance Distribution Directive as adopted into U.K. law. HM Treasury has announced its plans to repeal the Insurance Distribution Directive delegated acts and for the requirements of the regulations to be included in the FCA’s Handbook. In response, the FCA has issued a consultation paper (CP23/19) on the future regulatory framework for the Insurance Distribution Directive. The FCA was seeking feedback on its proposals for transferring part of the regulatory requirements on insurance firms from current legislation into its rules. The FCA is currently considering the feedback and will in due course publish its final rules. AUKSSL is subject to ongoing monitoring and annual reporting obligations. Accordingly, AUKSSL is required to submit annual reports to the FCA which provide information relating to their controllers and close links, client money and assets, accounts, market data, product sales data, remuneration data and reporting complaints. These reports are also applicable to Aspen UK and AMAL.

Lloyd’s Regulation

General.  The operations of Syndicate 4711 are subject to regulation and supervision of the PRA, FCA and the Council of Lloyd’s. AMAL is the managing agent for Syndicate 4711 and AUL provides underwriting capacity to Syndicate 4711 and is a Lloyd’s corporate member. The FCA and PRA both regulate insurers, insurance intermediaries and Lloyd’s itself. Lloyd’s establishes its own bylaws and regulations, including requirements made under those bylaws for all managing agents to maintain that they are designed to meet applicable regulatory requirements.

Solvency Requirements.  Underwriting capacity of a member of Lloyd’s must be supported by providing a deposit (referred to as “Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount determined in accordance with Lloyd’s requirements and the Solvency II regime. The amount of such deposit is calculated for each member through the completion of an annual capital adequacy exercise. Under these requirements, Lloyd’s must demonstrate that each member has sufficient assets to meet its underwriting liabilities plus a required solvency margin.

Intervention Powers.  The Council of Lloyd’s has wide discretionary powers to regulate members’ underwriting at Lloyd’s. It may, for instance, change the basis on which syndicate expenses are allocated or vary the Funds at Lloyd’s or the investment criteria applicable to the provision of Funds at Lloyd’s. Exercising any of these powers might affect the return on an investment of the corporate member in a given underwriting year. Further, the annual business plans of a syndicate are subject to the review and approval by Lloyd’s.

Each member of Lloyd’s is required to contribute a percentage of that member’s underwriting capacity for the relevant year of account to the Lloyd’s central fund (the “Central Fund”). If a member of Lloyd’s is unable to pay its debts to policyholders, such debts may be payable by the Central Fund, which in many respects acts as an equivalent to a state guaranty fund in the U.S. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members. The Council of Lloyd’s has discretion to call or assess up to an additional 5% of a member’s underwriting capacity in any one year as a Central Fund contribution. Our syndicate capacity for the 2024 underwriting year is £1,300.0 million (2023— £1,115.0 million).

Lloyd’s Insurance Company. Lloyd’s Insurance Company is authorized and regulated by the NBB and regulated by the FSMA. Lloyd’s Insurance Company is an authorized insurance company licensed to write non-life risks across the EEA and the United Kingdom and also maintains 19 branches across Europe. The use of Lloyd’s Insurance Company provides AMAL with access to the European market to write non-life insurance risks for, and on behalf of, Syndicate 4711.

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Principles for doing business at Lloyd’s (the “Principles”): Replacing the Lloyd’s Minimum Standards (the previous regime which set out the Lloyd’s regulatory requirements for Lloyd’s managing agents) and effective from Q3 2022, the Principles set out the fundamental responsibilities expected of all managing agents, including AMAL and is the basis against which Lloyd’s will review and categorize all syndicates and managing agents in terms of their capacity and performance.

Jersey Regulation

In 2010, we purchased APJ Asset Protection Jersey Limited (“APJ Jersey”). APJ Jersey is a Jersey registered company, which formerly held a Category B Insurer permit from the Jersey Financial Services Commission (“JFSC”). APJ Jersey ceased underwriting new and renewal business in April 2020 and was placed into run-off in June 2020. APJ Jersey’s last policy expired in May 2022, and its Category B insurer permit from the JFSC was voluntarily revoked as of October 14, 2022, with agreement by the JFSC, confirmation having been received earlier in 2022 from both the JFSC and the UK’s Financial Conduct Authority of no retroactive fees or further action in relation to potential issues with APJ Jersey’s operating model. APJ Jersey will be subject to a summary winding up in accordance with Jersey law, which it is anticipated will be completed by the end of the third quarter of 2024.

Other Matters

In 2017, the European Commission opened an investigation into alleged anti-competitive practices in the aviation insurance segment by Aspen UK and other carriers and brokers in the market, but subsequently confirmed in 2021 that it had discontinued its investigation. A similar investigation was opened by the Competition and Consumer Commission of Singapore (“CCCS”) in early 2021, and Aspen UK provided initial responses to the CCCS. No specific feedback or request for further information has been received since such time and it appears that the matter has been removed from the Singapore public register on enforcement actions and investigations. In addition, a similar investigation was commenced in 2017 by the Brazilian anti-trust regulator, CADE, and, in 2022, formal allegations of anti-competitive practices in this segment have been alleged against Aspen UK and others in the market, including both brokers and carriers. A formal defense has been lodged by Aspen UK but has been rejected by CADE. Aspen UK has also filed expert evidence. We continue to engage with local and onshore counsel to address the questions raised by CADE and progress through the dispute resolution process.

U.S. Regulation

General. Our U.S. operations are subject to extensive governmental regulation and supervision by the states and jurisdictions in which insurance entities operating in the United States are domiciled, licensed and/or eligible to conduct business. AAIC is licensed to write insurance on an admitted basis in all 50 U.S. states, the District of Columbia, Puerto Rico, Guam and the U.S. Virgin Islands. Aspen Specialty is licensed in North Dakota and is eligible to write surplus lines policies in all 50 U.S. states, Puerto Rico and the District of Columbia. Aspen UK and Syndicate 4711 are not licensed to write insurance on an admitted basis in any state in the United States, but are alien insurers eligible to write surplus lines business in all 50 U.S. states, the District of Columbia, Puerto Rico and other U.S. jurisdictions based on their listing in the Quarterly Listing of Alien Insurers of the International Insurers Department (“IID”) of the National Association of Insurance Commissioners (“NAIC”), the organization that works to promote standardization of best practices and assists state insurance regulatory authorities and insurers in the United States by promulgating model insurance laws and regulations for adoption by the states. However, model insurance laws and regulations are only effective when adopted by the states. Pursuant to IID requirements, Aspen UK and Syndicate 4711 have established a U.S. surplus lines trust fund to secure obligations under U.S. surplus lines policies. As of December 31, 2023, Aspen UK’s and Syndicate 4711’s surplus lines trust fund was $126.6 million (December 31, 2022 — $215.1 million).

The insurance laws and regulations of our U.S. subsidiaries’ domiciliary states have the most significant impact on our U.S. operations as well as the lead state regulator of an insurance holding company system. AAIC is domiciled in Texas and Aspen Specialty is domiciled in North Dakota. Following the Merger, AAIC and Aspen Specialty became part of the Apollo Global Management Group holding company system. The lead state insurance regulator for the Apollo Global Management Group holding company system is the Iowa Insurance Division.

Generally, U.S. states regulate insurance holding companies to assure the fairness of inter-affiliate transactions, the propriety of dividends paid to corporate parents and the benefits of any proposed change of control transaction. States also regulate insurer solvency, accounting matters and risk management, as well as a range of operational matters, including authorized lines of business, permitted investments, policy forms and premium rates for admitted companies, maximum single policy risks, adequacy of reserves for losses and unearned premiums and maintenance of in-state deposits for the benefit of policyholders. To monitor compliance, state insurance departments perform periodic market conduct examinations and financial fitness

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examinations, and require the filing of annual and other reports relating to the financial condition of companies and other matters. Certain U.S. regulatory requirements are highlighted below.

Although the U.S. federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas can significantly affect the insurance business. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) established the Federal Insurance Office (the “FIO”) within the U.S. Department of the Treasury headed by a Director appointed by the Treasury Secretary. While currently not having a general supervisory or regulatory authority over the business of insurance, the Director of the FIO performs various functions with respect to insurance. The Director of the FIO has also submitted reports to the U.S. Congress on (i) modernization of U.S. insurance regulation (provided in December 2013) and (ii) the U.S. and global reinsurance market (provided in November 2013 and January 2015, respectively). Such reports could ultimately lead to changes in the regulation of insurers and reinsurers in the United States. In addition, AAIC is a certified surety company approved by the U.S. Department of the Treasury and is subject to federal regulations related to Treasury certified sureties.

State Insurance Holding Company Acts. All U.S. states have laws regulating insurance holding company systems. These laws require insurance companies, which are formed and chartered in the state (referred to as “domestic insurers”), to register with the state department of insurance (referred to as their “domestic state or regulator”) and file information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Insurance holding company regulations principally relate to (i) state insurance approval of the acquisition of domestic insurers, (ii) prior review or approval of certain transactions between the domestic insurer and its affiliates, and (iii) regulation of dividends made by the domestic insurer. All transactions within a holding company system affecting domestic insurers must be determined to be fair and reasonable.

As a result of the NAIC’s Solvency Modernization Effort, which dates back to 2008, in 2014, the NAIC adopted the Corporate Governance Annual Disclosure Model Act, which has been enacted by our lead state of Iowa, as well as our domestic states of Texas and North Dakota. The model law requires insurers to make an annual confidential filing regarding their corporate governance policies. In addition, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment Model Act (“ORSA”), which also has been adopted by Iowa, Texas and North Dakota. ORSA requires insurers to maintain a risk management framework and conduct an internal risk and solvency assessment of the insurer’s material risks in normal and stressed environments. Many state insurance holding company laws, including those of Iowa, Texas and North Dakota, have also been amended to require insurers to file an annual confidential enterprise risk report with their lead state regulator, disclosing material risks within the entire holding company system that could pose an enterprise risk to the insurer.

Change of Control. The insurance holding company laws and regulations generally provide that no person, corporation, or other entity may acquire control of a domestic insurance company, or a controlling interest in any parent company of such insurance company, without the prior approval of the insurance company’s domestic state regulator. A person who acquires, directly or indirectly, 10% or more of the voting interests of an insurance company is presumptively considered to have acquired control of the insurer, although such presumption may be rebutted by a showing that control does not in fact exist. The domestic state regulator may also find that control exists in circumstances in which a person owns or controls less than 10% of voting interest. To obtain approval of any change in control, the proposed acquirer must file an application disclosing, among other information, its background, financial condition, the financial condition of its affiliates, the source and amount of funds by which it will affect the acquisition, the criteria used in determining the nature and amount of consideration to be paid for the acquisition, proposed changes in the management and operations of the insurance company and other related matters.

State Dividend Limitations.  Under Texas and North Dakota law, respectively, AAIC and Aspen Specialty may only pay dividends out of earned surplus as distinguished from contributed surplus. In addition, under Texas and North Dakota law, an insurance company’s policyholder surplus after payment of a dividend must be reasonable in relation to its outstanding liabilities and adequate for its financial needs.

In addition, Texas and North Dakota law generally limit the ability of AAIC or Aspen Specialty to pay dividends above a specified level, without prior regulatory approval. Dividends or distributions in excess of specified level are deemed “extraordinary” and are subject to prior notice to and approval of the applicable state insurance regulator.

Aspen U.S. Holdings, Inc. (“Aspen U.S. Holdings”) must also meet its own dividend eligibility requirements under Delaware corporate law in order to distribute any dividends received from AAIC. In particular, any dividend paid by Aspen U.S. Holdings must be declared out of surplus or net profits.

State Risk-Based Capital Regulations.  U.S. insurers are subject to risk-based capital (“RBC”) guidelines that provide a method to measure the total adjusted capital (statutory capital and surplus plus other adjustments) taking into account the specific risk characteristics of the insurer’s investments and products. The risk-based capital requirement for property and casualty insurers measures: (i) underwriting risk, which is the risk of errors in pricing and reserves; (ii) asset risk, which is the

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risk of asset default for fixed assets and loss-in-market value for equity assets; (iii) credit risk, which is the risk of losses from unrecoverable reinsurance and the inability of insurers to collect agents’ balances and other receivables; and (iv) off-balance sheet risk, which is primarily the risk created by excessive growth. The capital requirements for each risk category are determined by applying specified factors to assets, premiums, reserves and other items, with higher factors for items with greater underlying risk and lower factors for items with less risk. The formula is used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized companies for the purpose of initiating corrective company action or regulatory action. Insurers having less statutory surplus than required by the RBC model formula will be subject to varying degrees of regulatory action depending on the level of capital inadequacy. As of December 31, 2023, AAIC and Aspen Specialty exceeded the levels that would require company action or regulatory action.

Guaranty Fund Assessments and Residual Market Mechanisms.  Most states require licensed insurance companies to participate in guaranty funds in order to provide funds for payment of losses for insurers which have become insolvent. Assessments are generally between 1% and 2% of annual premium written in the state. Some states also require licensed and admitted insurers to participate in various state residual market mechanisms whose goal is to provide affordability and availability of insurance to those clients who may not otherwise be able to obtain insurance, including, for example catastrophe insurance in high-risk areas. If losses exceed the funds, the pool is available to pay those losses. The pools have the ability to assess insurers to provide additional funds to the pool. The amounts of the assessment for each company are normally based upon the proportion of each insurer’s (and in some cases the insurer’s and its affiliates’) written premium for coverages similar to those provided by the pool, and are frequently uncapped.

Cybersecurity Regulations. Federal and state laws and regulations require financial institutions, including insurers, to protect, among other things, the security and confidentiality of nonpublic personal information, to notify customers and other individuals about their policies and practices relating to their collection and disclosure of customer information and their practices relating to protecting the security and confidentiality of that information, and to notify regulators and consumers in the event of certain data breaches affecting personal information. Federal and state laws and regulations also regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to consumers and customers. The Gramm-Leach-Bliley Act (“GLBA”) requires financial institutions to implement administrative, technical, and physical safeguards to ensure the confidentiality, integrity, security, and proper disposal of nonpublic personal information.

In 2017, new cybersecurity rules took effect for financial institutions, insurers and certain other companies supervised by the New York Department of Financial Services (the “NYDFS Cybersecurity Regulation”), such as AAIC, which is licensed in New York. The NYDFS Cybersecurity Regulation imposes significant regulatory requirements intended to protect the confidentiality, integrity and availability of information systems, such as requirements regarding governance, incident planning, training, data management, system testing and regulator notification in the event of certain cybersecurity events. On November 1, 2023, NYDFS announced its adoption of the second amendment of the NYDFS Cybersecurity Regulation, which includes updated requirements related to: governance; controls to prevent unauthorized access to information systems; risk and vulnerability assessment requirements; notification requirements; and cybersecurity training.

In 2017, the NAIC also adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”). The Cybersecurity Model Law requires insurers, insurance producers and other entities required to be licensed under state insurance laws to comply with certain requirements under state insurance laws, such as developing and maintaining a written information security program, overseeing the data security practices of third-party vendors, and providing notice of certain data breaches. As with all NAIC model laws, this Insurance Data Security Model Law must be adopted by a state before becoming law in such state. The Cybersecurity Model Law closely resembles the NYDFS Cybersecurity Regulation and has been adopted by more than 20 U.S. states.

Several states have enacted broad comprehensive data privacy laws that require businesses in scope to disclose information about their privacy practices and give state residents rights to access, delete, and correct their personal information and to opt out of the use of their information for targeted advertising, profiling that results in the provision or denial of decisions including insurance services, and from having their personal information sold to third parties. Most of these laws broadly exempt entities covered by the GLBA or insurers more generally. However, in 2018 California enacted the California Consumer Privacy Act (“CCPA”), which came into effect on January 1, 2020, and broadly regulates the collection, processing and disclosure of the personal information of California residents, imposes limits on the “sale” of personal information and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. CCPA also established a private right of action, with potentially significant statutory damages, whereby businesses that fail to implement reasonable security measures to protect against breaches of personal information could be liable to affected consumers. The CCPA was expanded substantially on January 1, 2023, when the California Privacy Rights Act of 2020 (“CPRA”) amendments to the CCPA became fully operative. The amended CCPA, among other things, gives California residents the ability to limit use of certain sensitive personal information, further restricts the use of cross-contextual advertising, establishes restrictions on the

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retention of personal information, expands the types of data breaches subject to the CCPA’s private right of action, provides for increased penalties for CCPA violations concerning California residents under the age of 16, and establishes a new California Privacy Protection Agency to implement and enforce the new law. While there is currently an exception for personal information that is subject to the GLBA and the California Financial Information Privacy Act, the CCPA may impact certain of our business activities. Additionally, this exception does not apply to the private cause of action afforded to individuals for information security incidents.

Multiple states have followed California to legislate comprehensive privacy laws with data privacy rights, such as Colorado, Connecticut, Utah and Virginia. Multiple states have enacted similar legislation which will go into effect in the coming years. While these new laws generally include exemptions for GLBA-covered data, they add layers of complexity to compliance in the U.S. market, and could increase our compliance costs and adversely affect our business.

The use of artificial intelligence (“AI”) in the insurance industry is increasingly the subject to state law, regulation, and guidance, as well as certain NAIC undertakings.

For example, Colorado has enacted an insurance AI law that prohibits insurers from using algorithms or predictive models that use external consumer and information data sources in any way that unfairly discriminates and regulations implementing this law for life insurers that require them to establish internal governance and risk management frameworks that address potential discriminatory effects. Similar guidance has been issued by other state insurance regulators, including NYDFS and insurance regulators in California and Connecticut. AI use in the insurance industry may be a focus for state legislators and regulators into the foreseeable future.

Issues surrounding the use of AI are also a focus for the NAIC. In 2020, the NAIC adopted the Artificial Intelligence (AI) Guiding Principles related to artificial intelligence, its use in the insurance sector, and its impact on consumer protection and privacy, marketplace dynamics and the state-based insurance regulatory framework. In December 2023, the NAIC adopted a model bulletin, The Use of Artificial Intelligence Systems in Insurance, designed to foster uniformity among state insurance regulators regarding expectations for insurance carriers deploying AI. These initiatives have largely come from the NAIC Innovation, Cybersecurity, and Technology (N) Committee and various related working groups focused on the uses of AI in the insurance industry and the development of regulatory frameworks.

We expect that issues related to the use of AI will continue to be an area of focus of the federal government, state legislators and insurance regulators, and the NAIC. We cannot predict what, if any, changes to laws and regulations may be enacted with regard to AI, or the impact any such legislation may have on our business practices, results of operations or financial condition.

Operations of Aspen UK and Syndicate 4711.  As stated above, Aspen UK and Syndicate 4711, are eligible to write surplus lines business as alien, non-admitted insurers in all 50 U.S. states, the District of Columbia and other U.S. jurisdictions. Because Aspen UK and Syndicate 4711 are not licensed under the laws of any U.S. state, U.S. solvency regulation tools otherwise applicable to admitted insurers do not generally apply to them. However, Aspen UK and Syndicate 4711 are subject to federal and state incidental regulations in areas such as those pertaining to federal and state reporting related to terrorism coverage and post-disaster emergency orders.

Credit for Reinsurance. Aspen UK and Aspen Bermuda also provide reinsurance to U.S. cedants.  In general, a U.S. domiciled ceding company that obtains reinsurance from a reinsurer that is licensed, accredited or approved by the jurisdiction in which the ceding company is domiciled is permitted to reflect in its statutory financial statements a credit in an aggregate amount equal to the liability for unearned premiums and loss reserves and loss expense reserves ceded to the reinsurer. Many jurisdictions also permit ceding companies to take credit on their statutory financial statements for reinsurance obtained from unlicensed or non-admitted reinsurers if certain prescribed security arrangements are made. Aspen UK and Aspen Bermuda have obtained approval of a multi-beneficiary trust arrangement that satisfies the credit for reinsurance requirements for their U.S. customers. Generally, the minimum trust fund amount is $20.0 million plus an amount equal to 100% of a reinsurer’s U.S. reinsurance liabilities collateralized under this arrangement. Aspen Bermuda has obtained approval to post reduced collateral with respect to obligations owed to cedants domiciled in Florida, New York and North Dakota (i.e., 50% versus 100%).

The Dodd-Frank Act authorized the U.S. Department of the Treasury and the Office of the U.S. Trade Representative to negotiate covered agreements governing certain matters relating to insurance with foreign jurisdictions, including reinsurance collateral, group supervision and exchange of information between supervisory authorities. Such covered agreements could pre-empt state insurance laws. Pursuant to this authority, in September 2017, the U.S. federal authorities and the European Union signed a covered agreement (the “E.U. Covered Agreement”) to address, among other things, group supervision and reinsurance collateral requirements and, in anticipation of Brexit, the United States and the United Kingdom signed a covered agreement in

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December 2018 consistent with the U.S. and E.U. agreement (the “U.K. Covered Agreement” and, together with the E.U. Covered Agreement, the “Covered Agreements”). The United States also released a “Statement of the United States on the Covered Agreement with the European Union” (the “Policy Statement”) providing the U.S.’s interpretation of certain provisions in the E.U. Covered Agreement. In terms of reinsurance, both Covered Agreements eliminate collateral and local presence requirements for alien reinsurers that satisfy certain criteria, including being domiciled in a “reciprocal jurisdiction.” In 2019 the NAIC adopted additional revisions to its Credit for Reinsurance Model Law and Model Regulation (together, the “2019 Amended Credit for Reinsurance Model Act”) to conform to the reinsurance collateral elimination requirements of the Covered Agreements. Texas and North Dakota adopted the 2019 Amended Credit for Reinsurance Model Act. The NAIC has approved Bermuda as a “reciprocal jurisdiction.” As of the date of this report, Aspen Bermuda has been approved as a reciprocal jurisdiction reinsurer eligible for zero collateral in all 50 states.

Developing International Matters and Group Capital. In November 2019, the International Association of Insurance Supervisors (“IAIS”) adopted the Common Framework for the Supervision of Internationally Active Insurance Groups (“ComFrame”). ComFrame is applicable to entities that meet the IAIS’s criteria for internationally active insurance groups (“IAIGs”) and are designated as such. ComFrame establishes international standards for the designation of a group-wide supervisor for each IAIG and for the imposition of group supervision, group capital requirements, uniform standards for insurer corporate governance, enterprise risk management and other control functions and resolution planning applicable to an IAIG in addition to the current legal entity capital requirements imposed by relevant insurance laws and regulations. The NAIC has also promulgated amendments to the insurance holding company system model law that addresses supervision of IAIGs to allow state insurance regulators in the United States to be designated as group-wide supervisors for U.S.-based IAIGs or acknowledge another regulatory official acting as the group wide supervisor of an IAIG. In November 2019, the IAIS also adopted a revised version of the risk-based global insurance capital standard (“ICS”), which is the group capital component of ComFrame.

In December 2020, the NAIC adopted a group capital calculation tool (“GCC”) using an RBC aggregation methodology for all entities within an insurance holding company system group, including non-U.S. entities, and is seeking effective equivalency of such tool to the ICS for U.S.-based IAIGs. The NAIC has also adopted changes to the insurance holding company system model law to require, subject to certain exceptions, the ultimate controlling person of every insurer subject to the holding company registration requirement to file an annual group capital calculation with its lead state regulator. The goal is to provide U.S. regulators with a method to aggregate the available capital and the minimum capital of each entity in a group in a way that applies to all groups regardless of their structure. The Policy Statement with respect to the U.S. participation under the Covered Agreements also provides that the United States expects that the GCC will satisfy the group capital assessment requirement under each of the Covered Agreements. The NAIC has stated that the calculation will be a regulatory tool and will not constitute a requirement or standard. It is not possible to predict what impact any such regulatory tool may have on our business.

On February 6, 2024, the Iowa Insurance Division identified Apollo as meeting the criteria as an IAIG and further identified Athene Holding Ltd. (“Athene Holding”) as the head of the IAIG, which is the uppermost entity to which obligations associated with being an IAIG designation attach. The Iowa Insurance Division also identified itself as the Group-Wide Supervisor for Apollo (in a distinct capacity from its role as supervisor for Athene Holding). The Iowa Insurance Division has been effectively serving in this role for a significant period of time; this identification is a formalization of Apollo and the Iowa Insurance Division’s existing relationships and processes. As a result of Apollo’s designation as an IAIG, we may be subject to a group capital calculation consistent with or comparable to international capital standards in that context. It is possible that the development of these international standards will have an impact on our capital position and capital structure in the future, and Apollo’s designation as an IAIG may result in additional operational, reporting, regulatory or similar requirements. We cannot predict with any degree of certainty the additional capital requirements, compliance costs or other burdens these requirements may impose on us.

Other U.S. Regulated Entities

Investment adviser regulation. Up until January 17, 2023, our subsidiary Aspen Capital Advisors Inc. (“Aspen Advisors”) was registered with the SEC as a registered investment adviser and subject to associated applicable regulation. Aspen Advisors served as the investment adviser to a private investment fund, Aspen Cat Fund Ltd (“ACF”).

As of January 1, 2023, ACF ceased offering participating shares to investors and subsequently applied for and received cancellation of its registration as a private fund with the BMA, effective January 23, 2023. Concurrently, Aspen Advisors filed a de-registration notice with the SEC, which took effect on January 17, 2023. Aspen Advisors was subsequently dissolved by the Secretary of State of the state of Delaware on July 13, 2023.

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Legal Proceedings

Similar to the rest of the insurance and reinsurance industry, we are subject to litigation and arbitration in the ordinary course of our business, which could include matters relating to notable natural catastrophe and man-made loss events, such as in relation to the Russian invasion of Ukraine and COVID-19. Our subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential disputes, resulting from questions of insurance and reinsurance coverage or claims activities. Pursuant to our insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution. In some jurisdictions, notably the United States, a failure to deal with such disputes or potential disputes in an appropriate manner could result in an award of “bad faith” punitive damages against our Operating Subsidiaries. In addition, we may be subject to lawsuits and regulatory actions in the normal course of business that do not arise from, or directly relate to, insurance and reinsurance coverage or claims. This category of litigation typically involves, among other things, allegations of underwriting errors or omissions, employment claims or regulatory activity.

While any legal or arbitration proceedings contain an element of uncertainty, we do not believe that the eventual outcome of any specific litigation, arbitration or alternative dispute resolution proceedings to which we are currently a party will have a material adverse effect on the financial condition of our business as a whole.

C. Organizational Structure

The Company’s ordinary shares are owned by Parent, which is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., a leading global investment manager. The common stock of Apollo Global Management, Inc. and certain preferred shares of its subsidiary, Apollo Asset Management, Inc., are publicly traded on the NYSE.

The Company’s principal operating subsidiaries at December 31, 2023 are as follows:

Name of Subsidiary	Jurisdiction of Incorporation	Ultimate Ownership Interest Held by AIHL
Aspen Insurance UK Limited	United Kingdom	100.0%
Aspen Bermuda Limited	Bermuda	100.0%
Aspen Specialty Insurance Company	North Dakota	100.0%
Aspen American Insurance Company	Texas	100.0%
Aspen Underwriting Limited*	United Kingdom	100.0%

* AUL (as corporate member of Syndicate 4711 which is managed by AMAL; AUL also contributes capital as a corporate member of Carbon Syndicate 4747).

Refer to Exhibit 8.1 to this report for a listing of all the Company’s direct and indirect wholly-owned subsidiaries as at December 31, 2023.

D. Property, Plants and Equipment

We lease office space in Hamilton, Bermuda, where we are headquartered. In addition, the Company and its subsidiaries lease office space in the United States, the United Kingdom, Puerto Rico, Singapore and Switzerland. We renew and enter into leases in the ordinary course of business as required. For more information on our leasing arrangements, refer to Item 18, Note 19 of our consolidated financial statements, “Operating Leases.”

Item 4A.    Unresolved Staff Comments

Not applicable.

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Item 5.        Operating and Financial Review and Prospects

The following is a discussion and analysis of our financial condition and results of operations for the twelve months ended December 31, 2023 and 2022. This discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes contained in Item 18 of this report. The discussion below includes forward-looking statements, which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. See Item 5G, Safe Harbor below and Item 3D, “Risk Factors” of this report for a discussion of risks and uncertainties. The discussions below include certain measurements that are considered “non-GAAP financial measures” under SEC rules and regulations. See Item 5H, “Reconciliation of Non-U.S. GAAP Financial Measures” for definitions and tables that reconcile these measures to U.S. GAAP.

For a discussion and analysis of our results of operations for 2022 compared to 2021, refer to the disclosures set forth under the heading “Item 5, Operating and Financial Review and Prospects — A. Operating Results”, on pages 70-90 our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 20, 2023.

Executive Overview

We are pleased to report a fourth consecutive year of improved performance. Aspen’s continued focus on underwriting discipline and operational performance resulted in our combined ratio improving to 87.5% (adjusted combined ratio improving to 86.4%) and our net income increasing to $534.7 million from $51.1 million in 2022. This improved performance has resulted in an operating return on average equity of 20.2%, a significant improvement over 2022.

Our 2023 result reflects the work we have done over a number of years to reshape our business to drive robust and sustainable value creation. We continue to build a diversified business with meaningful contributions from each of our core earning engines, underwriting, investments and capital market fees, while significantly reducing exposure.

Underwriting Performance. In 2023, the Company reported an underwriting income of $326.8 million (adjusted underwriting income of $355.3 million) in the twelve months ended December 31, 2023, up from $190.4 million ($205.5 million adjusted underwriting income) in the twelve months ended December 31, 2022 resulting in a combined ratio of 87.5% (adjusted combined ratio of 86.4%) compared to 93.0% (adjusted combined ratio of 92.4%) in 2022.

Active management of the portfolio and management’s initiatives to mitigate exposure are part of continued portfolio optimization aimed at focusing on classes where Aspen has a distinct market relevance and ability to achieve superior underwriting results. We have exited programs that did not meet our pricing expectations and reduced exposure in certain lines due to concerns around market conditions. By restructuring our approach to buying reinsurance, leveraging our Aspen Capital Market (“ACM”) platform and reducing PMLs we are reducing our catastrophe volatility while maintaining a presence in catastrophe reinsurance.

The business continues to benefit from the LPT agreement with Enstar, which closed in 2022. It has positively impacted the Aspen Group’s overall capital position and enabled the deployment of capital into the continued attractive market environment, while significantly improving the protection of its balance sheet and future earnings from the potential impact of the reserve volatility on 2019 and prior accident years. As at December 31, 2023, we estimate that we have approximately $420 million of remaining limit available under the terms of the LPT (2022 — $420.0 million).

Aspen Capital Partners. Aspen Capital Partners, our capital markets franchise, reported total fee income of $135.5 million for the twelve months ended December 31, 2023 compared to $103.9 million in 2022, an increase of $31.6 million. This fee income is reflected as an offset to our acquisition costs and therefore benefits underwriting income. Our capital markets franchise has continued to grow with sourced third-party capital increasing to $1,662.6 million at the end of 2023, up from $1,252.7 million at the end of 2022. Our ability to grow and diversify the capital we source, notwithstanding a challenging environment, supports our core proposition that capital markets investors are key partners in Aspen’s future growth and innovation efforts.

Investment Performance. In 2023, we generated net investment income of $275.7 million, an increase of 46.6% from the prior year (2022 — $188.1 million). The increase in net investment income is due to both higher income from floating rate assets and the reinvestment of maturing assets. The book yield on the fixed income securities portfolio as at December 31, 2023, was 3.8% compared with 3.2% as at December 31, 2022. The Company recognized net realized and unrealized investment gains of $14.5 million compared to a loss of $177.6 million in 2022. The change is a result of mark to market valuations, predominantly driven by credit spread tightening in our corporate bond and structured credit portfolios.

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A. Operating Results

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The discussions that follow include tables and commentary relating to our consolidated income statement and our segmental operating results for the twelve months ended December 31, 2023, 2022 and 2021 and should be read in conjunction with our audited consolidated financial statements and related notes contained in this report. This discussion contains forward-looking statements that involve risks and uncertainties and that are not historical facts, including statements about our beliefs and expectations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and particularly under the headings “Risk Factors,” “Business Overview” and “Cautionary Statement Regarding Forward-Looking Statements” contained in Item 3D and Item 4, and the Explanatory Note of this report, respectively.

Operating highlights

•Gross written premiums of $3,967.6 million in 2023, a decrease of 8.6% from 2022, primarily due to management’s decision to reduce premiums and exposure in a few areas in response to market conditions as part of its focus on optimizing the portfolio, partially offset by strong rate increases on renewal business.

•Overall underwriting income of $326.8 million (combined ratio of 87.5%) for 2023, including $120.1 million, or 4.6 combined ratio points, of pre-tax catastrophe losses related to significant industry events, including Hurricane Idalia, wildfires in Hawaii, the earthquake in Morocco, Cyclone Gabrielle and other weather-related events. Underwriting income of $190.4 million (combined ratio of 93.0%) for 2022, which included $306.8 million, or 11.4 combined ratio points, of pre-tax catastrophe losses, related to significant industry events, including Hurricane Ian, floods in Australia and South Africa, the Russia/Ukraine war and other weather-related events.

•Net adverse prior year loss reserve development, on accident years 2020 onwards, of $32.3 million, or 1.2 combined ratio points for 2023, compared with net adverse development for 2022 of $13.0 million, or 0.5 combined ratio points. Adverse development on the casualty and liability insurance line, and the property reinsurance lines, totaled $64.4 million for 2023, resulting from reserve strengthening. This was partially offset by favorable development on the casualty and specialty reinsurance line of $33.4 million, resulting from better-than-expected loss emergence.

•Adjusted underwriting income of $355.3 million (adjusted combined ratio of 86.4% for 2023) includes an adjustment of $28.5 million for the net impact of the LPT. Adjusted underwriting income represents the performance of our business for accident years 2020 onwards. Adjusted underwriting income of $205.5 million (adjusted combined ratio of 92.4%) for 2022 included an adjustment of $15.1 million for the net impact of the LPT.

•Our capital markets business contributed total fee income of $135.5 million in the twelve months ended December 31, 2023, an increase of $31.6 million compared to $103.9 million in 2022. Income from ACM’s activities represents ceding commissions and is accounted for as a reduction of acquisition expenses. Third-party capital grew to more than $1,662.6 million as at December 31, 2023, compared with $1,252.7 million at December 31, 2022.

•Operating return on average equity was 20.2% for 2023 compared with 11.9% in 2022.

•On December 27, 2023, the Government of Bermuda enacted the CIT Act, which will apply a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The CIT Act includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the new tax regime and has resulted in the recognition of a deferred tax benefit of $201.1 million in the fourth quarter of 2023. The year ended December 31, 2022 benefited from the recognition of deferred tax benefit of $94.1 million in relation to our U.S. operating subsidiaries due to the reversal of a valuation allowance.

Shareholders’ equity.  Total shareholders’ equity increased by $550.5 million, or 23.3%, from $2,358.0 million as at December 31, 2022 to $2,908.5 million as at December 31, 2023, the most significant movements of which were as follows:

•other comprehensive income of $106.0 million which included $105.6 million of net unrealized gains on available for sale investments, a $14.4 million gain in foreign currency translation on investments classified as available for sale and a $14.0 million net loss in the value of hedged foreign exchange contracts; and

•an increase of $444.5 million in retained earnings primarily due to a net income of $534.7 million off-set by the payments of $40.3 million in dividends on our Ordinary Shares and $49.9 million in dividends on our Preference Shares.

As at December 31, 2023, our total shareholders’ equity included Preference Shares of $775.0 million less issue costs of $21.5 million (2022 — $775.0 million less issue costs of $21.5 million).

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On July 26, 2023, the Company entered into a $300.0 million term loan facility at a borrowing rate of Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin (ranging from 1.13% to 1.75% based on the Company’s credit ratings and 1.38% as of December 31, 2023) and a SOFR adjustment of 0.10% pursuant to a term loan credit agreement among the Company, the several lenders from time to time party thereto, HSBC Bank Bermuda Limited, as structuring agent, Lloyds Bank Plc, as syndication agent, and Citibank, N.A., as administrative agent (the “Term Loan Credit Agreement”). On November 9, 2023, the Company drew down on the term loan; repayment of the principal drawn is due November 9, 2026 (the “2026 Term Loan”). The proceeds were used to redeem the 4.65% Senior Notes due 2023 (the “2023 Senior Notes”). Subject to applicable law, the 2026 Term Loan will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding.

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Consolidated Group Result

	Twelve Months Ended December 31,
	2023			2022			2021
	($ in millions, except for percentages)
Underwriting Revenues
Gross written premiums	$	3,967.6		$	4,338.7		$	3,938.4
Net written premiums	2,581.9			2,896.0			2,587.7
Net earned premiums	2,614.5			2,688.7			2,410.5
Underwriting Expenses
Losses and loss adjustment expenses	(1,553.0)			(1,680.0)			(1,693.3)
Acquisition costs	(380.2)			(431.8)			(414.1)
General and administrative expenses	(354.5)			(386.5)			(333.1)
Underwriting income/(loss)	$	326.8		$	190.4		$	(30.0)
Other Income and Expense
Corporate and other net expenses (1)	$	(114.0)		$	(83.6)		$	(60.4)
Non-operating expenses	(35.1)			(36.0)			(20.6)
Net investment income	275.7			188.1			147.5
Realized and unrealized investment gains/(losses)	14.5			(177.6)			8.8
Change in fair value of derivatives	26.1			(80.5)			(35.9)
Interest expense	(55.2)			(43.7)			(14.3)
Net realized and unrealized foreign exchange (losses)/gains	(36.2)			15.9			40.0
Income/(loss) before income tax	402.6			(27.0)			35.1
Income tax benefit/(expense)	132.1			78.1			(5.3)
Net income	534.7			51.1			29.8
Preference share dividends	(49.9)			(44.6)			(44.5)
Net income/(loss) available to ordinary shareholders	$	484.8		$	6.5		$	(14.7)
Other Metrics
Loss ratio	59.4		%	62.5		%	70.2		%
Expense ratio	28.1			30.5			31.0
Combined ratio	87.5		%	93.0		%	101.2		%
Adjusted combined ratio (2)	86.4		%	92.4		%	98.8		%
Adjusted underwriting income (2)	$	355.3		$	205.5		$	28.3
Operating income	$	367.6		$	202.3		$	50.6
Operating return on average equity	20.2		%	11.9		%	2.4		%
Total return on average cash and investments, pre-tax	5.7		%	(5.1)		%	—		%

_____________________

(1)    Corporate and other net expenses includes corporate expenses, other income and other expenses.

(2)    The adjusted underwriting income and adjusted combined ratio remove the impact of the change in deferred gain on retroactive reinsurance contracts in order to match the loss recoveries under the LPT/ADC contracts with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. The adjusted underwriting income and adjusted combined ratio represent the performance of our business for accident years 2020 onwards, which management believe reflects the underlying underwriting performance of the ongoing portfolio. Adjusted underwriting income and adjusted combined ratio are non-GAAP financial measures as defined under SEC rules and regulations. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

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Gross written premiums  

The following table sets forth the gross written premiums for our two business segments in the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in gross written premiums:

	Gross Written Premiums for the Twelve Months Ended December 31,
Business Segment	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
Reinsurance	$	1,521.0	(15.8)	%	$	1,807.0	13.1	%	$	1,597.0
Insurance	2,446.6		(3.4)	%	2,531.7		8.1	%	2,341.4
Total	$	3,967.6	(8.6)	%	$	4,338.7	10.2	%	$	3,938.4

Overall gross written premiums decreased by 8.6% in 2023 compared to 2022. Gross written premiums in our reinsurance segment decreased by 15.8% in 2023 compared to 2022 mainly due to exited lines and management’s decision to proactively manage exposure in certain lines in response to market conditions. We recognized a reduction in gross written premiums of approximately $65 million in relation to aviation, and space and bloodstock which we exited during 2022. In addition, planned exposure management initiatives resulted in a reduction of premiums which primarily impacted mortgage of $137.6 million, proportional property of $51.5 million and U.S. casualty of $27.9 million. These reductions were partially offset by strong rate increases on our renewing business across all lines and in particular, property exposed lines, driven by market reactions to increasing insured losses from major events, inflation and high interest rates.

Gross written premiums in our insurance segment decreased by 3.4% primarily due to management’s decision to reduce writing certain property programs, which did not meet our profitability expectations. We recognized a reduction in gross written premiums of approximately $115 million across our casualty and liability insurance, first party insurance, and financial and professional insurance business lines as a result. We recognized further reductions of $140.2 million in our financial and professional lines business due to declining rates in the D&O open market environment and a depressed M&A environment globally. This was partially offset by strong new business activity and a strong rate environment, driven by hard market conditions caused by increasing insured losses from major events, inflation and high interest rates, which resulted in an increase to gross written premiums of approximately $167 million.

Ceded written premiums

The following table sets forth the ceded written premiums for our two business segments in the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in ceded written premiums:

	Ceded Written Premiums for the Twelve Months Ended December 31,
Business Segment	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
Reinsurance	$	423.0	11.1	%	$	380.6	(4.4)	%	$	398.0
Insurance	962.7		(9.4)	%	1,062.1		11.5	%	952.7
Total	$	1,385.7	(4.0)	%	$	1,442.7	6.8	%	$	1,350.7

Total ceded written premiums in 2023 decreased by $57.0 million, or 4.0%, compared to 2022. Changes in our reinsurance program decreased our retention ratio, which is defined as net written premiums as a percentage of gross written premiums, from 66.7% in 2022 to 65.1% in 2023. Ceded reinsurance premiums increased for our reinsurance segment, primarily due to an increase in the level of reinsurance purchased to protect our property catastrophe reinsurance business line, including increased cessions to our capital markets partners. Ceded reinsurance premiums decreased for our insurance segment primarily driven by a change in business mix and the decision to restructure a portion of our outwards reinsurance.

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Net earned premiums

The following table sets forth the net earned premiums for our two business segments in the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in net earned premiums:

	Net Earned Premiums for the Twelve Months Ended December 31,
Business Segment	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
Reinsurance	$	1,154.5	(7.8)	%	$	1,251.8	11.9	%	$	1,118.8
Insurance	1,460.0		1.6	%	1,436.9		11.2	%	1,291.7
Total	$	2,614.5	(2.8)	%	$	2,688.7	11.5	%	$	2,410.5

Net earned premiums decreased by $74.2 million, or 2.8%, in 2023 compared to 2022 due to an $18.8 million increase in gross earned premiums offset by a $93.0 million increase in ceded earned premiums in the twelve months ended December 31, 2023.

Losses and loss adjustment expenses

We have presented the different components of the loss ratios, including adjusting for the impact of the LPT, which includes changes in retroactive reinsurance contracts as we believe that the presentation of adjusted loss ratios reflects the underlying performance of the ongoing portfolio. Additionally, we have also presented current year loss ratios (excluding the impact of catastrophe losses), the impact of catastrophe losses and prior year development for accident years that are not covered by the LPT.

	Twelve Months Ended December 31,
	2023				2022				2021
	Net Loss Expense		Loss Ratio		Net Loss Expense		Loss Ratio		Net Loss Expense		Loss Ratio
	($ in millions)		%		($ in millions)		%		($ in millions)		%
Current accident year losses, excluding catastrophe losses	$	1,372.1	52.5	%	$	1,345.1	50.0	%	$	1,321.5	54.7	%
Catastrophe losses	120.1		4.6		306.8		11.4		326.7		13.6
Current accident year	1,492.2		57.1		1,651.9		61.4		1,648.2		68.3
Prior year adverse/(favorable) reserve development — Post-LPT years	32.3		1.2		13.0		0.5		(13.2)		(0.5)
Adjusted losses and loss adjustment expenses (1)	1,524.5		58.3		1,664.9		61.9		1,635.0		67.8
Impact of the LPT	28.5		1.1		15.1		0.6		58.3		2.4
Total losses and loss adjustment expenses	$	1,553.0	59.4	%	$	1,680.0	62.5	%	$	1,693.3	70.2	%

_______________

(1) Adjusted losses and loss adjustment expenses and the adjusted loss ratio are non-GAAP financial measures as defined under SEC rules and regulations. The calculation of the adjusted loss ratio is presented above. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

The overall loss ratio for 2023 of 59.4% improved by 3.1 percentage points compared to 2022, and losses and loss adjustment expenses decreased from $1,680.0 million in 2022 to $1,553.0 million in 2023. This was mainly due to the following:

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Current accident year losses, excluding the impact of catastrophe losses. Current accident year losses, excluding the impact of catastrophe losses, contributed $1,372.1 million or 52.5 percentage points for 2023 compared to $1,345.1 million or 50.0 percentage points for 2022. The increase in the current accident year loss ratio, excluding the impact of catastrophe losses, was primarily due to an increase in the claims handling provision and higher initial loss estimates to account for uncertainty in relation to the potential impact of social and economic inflation. While social inflation is not a new influence, general economic inflation has been elevated in recent years, and there is uncertainty as to whether this will continue. Various factors such as behavioral and political elements, arising from changing views of the general public, as well as institutional and legislative developments from court rulings, regulators and legislators, have contributed to a greater presence of social inflation risk within our portfolios. Rising costs to adjust and settle claims and the impact of a more pervasive litigation financing trend has also contributed to this. All of these factors have the potential to have a material adverse effect on the adequacy of our reserves for losses and loss adjustment expenses, especially in longer-tailed lines of business, as well as on the market value of our investment portfolio through rising interest rates. The anticipated effects of inflation and social inflation are considered in our pricing models, reserving processes, and exposure management, across all lines of business and types of loss including natural catastrophe events. The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled and will vary by the specific type of inflation affecting each line of business.

Catastrophe losses. Catastrophe losses contributed $120.1 million or 4.6 percentage points for the twelve months ended December 31, 2023 compared to $306.8 million or 11.4 percentage points for the twelve months ended December 31, 2022. Catastrophe losses in 2023 include losses associated with Hurricane Idalia, wildfires in Hawaii, the earthquake in Morocco, Cyclone Gabrielle and other weather-related events. Catastrophe losses in 2022 were defined as losses associated with Hurricane Ian, floods in Australia and South Africa, the Russia/Ukraine war and other weather-related events. Refer to Item 4B, “Natural Catastrophe Risk”, for details on our PMLs.

Prior year development on post-LPT years. Reserve development for accident years 2020 onwards, for the twelve months ended December 31, 2023, contributed adverse development of 1.2% towards the overall loss ratio, while for the twelve months ended December 31, 2022, contributed adverse development of 0.5% towards the overall loss ratio. Adverse development on the casualty and liability insurance line, and the property reinsurance lines totaled $64.4 million for 2023, resulting from reserve strengthening. This was partially offset by favorable development on the casualty and specialty reinsurance line of $33.4 million, resulting from better-than-expected loss emergence.

Adjusted losses and loss adjustment expenses and related losses. The adjusted losses and loss adjustment expenses relate to the post-LPT accident years and exclude the change in deferred gain associated with retroactive reinsurance contracts. Adjusted losses and loss adjustment expenses and related losses represents the performance of our business for accident years 2020 onwards, which we believe reflects the underlying underwriting performance of the ongoing portfolio. Refer to Item 18, Note 2 of our consolidated financial statements, “Basis of Presentation and Significant Accounting Policies” for additional details of the retroactive reinsurance contracts. The adjusted losses and loss adjustment expenses is the basis on which we report adjusted underwriting income and adjusted combined ratio, as well as the basis in which underwriting income contributes to operating income. Refer to Item 5H, “Reconciliation of Non-U.S. GAAP Financial Measures”, for further details.

Impact of the LPT includes the impact of prior year development on 2019 and prior accident years, net of the change in the deferred gain recognized in relation to retroactive reinsurance contracts which is primarily driven by the LPT, totaling $28.5 million.

Acquisition costs and general and administrative expenses

We monitor the ratio of expenses to net earned premium as a measure of the cost effectiveness of our acquisition costs, and general and administrative expenses. The table below presents the contribution of the acquisition costs and general and administrative expenses to the net expense ratios for the twelve months ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31,
Ratios Based on Net Earned Premiums	2023		2022		2021
Net acquisition cost ratio	14.5	%	16.1	%	17.2	%
General and administrative expense ratio	13.6	%	14.4	%	13.8	%
Total expense ratio	28.1	%	30.5	%	31.0	%

Net acquisition cost ratio improved from 16.1% in 2022 to 14.5% in 2023. This improvement was primarily driven by an increase in fee income derived from Aspen Capital Markets, which increased by $31.6 million in comparison to the prior period. Fee income from Aspen Capital Markets’ activities represents ceding commissions and reduces our net acquisition

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expenses. The Company also benefited from a change in business mix, driven by the exit of certain U.S. programs which have higher acquisition expenses.

General and administrative expense ratio improved from 14.4% in 2022 to 13.6% in 2023. This decrease of $32.0 million from $386.5 million in 2022 to $354.5 million in 2023 is primarily driven by the favorable year over year foreign exchange rates given a large proportion of our expense base is in British Pounds Sterling and the U.S. dollar strengthened, coupled with various cost saving initiatives.

Aspen Capital Markets

ACM sources third-party capital and develops reinsurance structures that leverage the Company’s underwriting and analytical expertise and earns underwriting, management and performance fees from third-party investors primarily through the placement and management of collateralized quota share sidecar vehicles.

The following table sets forth a summary of fee income and third-party capital with respect to our ACM activity, for the twelve months ended December 31, 2023, 2022 and 2021. The increase in fee income is due to the growth achieved in the third-party capital and greater ceded earned premium, including the expansion of our capital markets business into long-tail casualty lines.

	Twelve Months Ended December 31,
ACM (in $ millions)	2023		2022		2021
Fee income (1)	$	135.5	$	103.9	$	61.4
	As at December 31,
	2023		2022		2021
Third-party capital	$	1,662.6	$	1,252.7	$	917.7

_______________

(1) Fee income earned through cessions to third-party capital vehicles is recorded through underwriting income/(loss) as a decrease to acquisition expenses.

Corporate and other expenses

In 2023, we incurred corporate and other expenses of $114.0 million (2022 — $83.6 million). The increase in corporate and other expenses in 2023 compared to 2022 was due to increases in professional fees, IT related costs and higher letter of credit fees.

Non-operating expenses

In 2023 we incurred non-operating expenses of $35.1 million, which included expenses in relation to consulting fees paid to Apollo of $5.0 million, non-recurring transformation and change activities of $25.2 million, a fixed asset write-off of $3.6 million and other non-recurring costs of $1.3 million.

In 2022, we incurred non-operating expenses of $36.0 million, which included $32.7 million in relation to fixed assets, including capitalized project costs written off, $10.0 million of severance, consulting and professional services in relation to non-recurring projects and other costs, offset by $6.7 million of write backs related to leased office space.

Investment performance

The following table sets forth a summary of total investment returns, average cash and investments and total return on average cash and investments, pre-tax for the twelve months ended December 31, 2023, 2022 and 2021.

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	Twelve Months Ended December 31,
(in US$ millions, except for percentages)	2023			2022			2021
Net investment income	$	275.7		$	188.1		$	147.5
Net realized and unrealized investment gains/(losses)	14.5			(177.6)			8.8
Change in unrealized gains/(losses) on available for sale securities (1)	126.2			(391.7)			(158.3)
Total investment returns	$	416.4		$	(381.2)		$	(2.0)
Average cash and investments (2)	$	7,242.8		$	7,438.0		$	7,666.8
Total return on average cash and investments, pre-tax	5.7		%	(5.1)		%	0.0		%

____________

(1) For a discussion on the change in unrealized gains/(losses) on available for sale securities, please refer to “Other comprehensive income,” below.

(2) Average cash and investments are calculated by taking the average of the opening period and closing period balances for total investments plus cash and cash equivalents.

In the twelve months ended December 31, 2023, net investment income was $275.7 million, an increase of 46.6% from the prior year (2022 — $188.1 million), largely as a result of the higher interest rate environment but also from the benefit of active repositioning of our investments, including a higher allocation to floating rate securities. The investment portfolio as at December 31, 2023 is comprised largely of interest income generating fixed income securities. Book yield on the fixed income securities portfolio as at December 31, 2023 was 3.8% compared with 3.2% as at December 31, 2022. Book yield is the yield of the security after adjusting for accretion/amortization of the difference between par value and purchase price.

Total net realized and unrealized investment gains for the twelve months ended December 31, 2023 were $14.5 million (2022 — losses of $177.6 million), which included $51.8 million of unrealized gains (2022 — losses of $116.8 million). The change in net realized and unrealized investment gains and losses is a result of mark to market valuations, predominantly driven by credit spread tightening in our corporate bond and structured credit portfolios.

Change in fair value of derivatives

We use derivative instruments to economically hedge foreign currency exposure, in the form of foreign currency forward contracts. We also hold an embedded derivative relating to the variable interest expense on the funds withheld arrangement included as part of the Company’s LPT contract.

For the twelve months December 31, 2023, the impact of these derivative contracts on net income was a gain of $26.1 million (2022 — loss of $80.5 million), attributable to foreign exchange contracts that had a gain of $10.9 million (2022 — loss of $66.0 million), and an additional gain within the LPT embedded derivative of $15.2 million (2022 — loss of $14.5 million). The gain on the foreign exchange contracts was largely attributable to the impact from the continued strengthening of the U.S. dollar against the British Pound and the Euro.

Interest expense

The following table sets forth a summary of the interest expense for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Interest on LPT Funds Withheld	$	39.6	$	29.4	$	—
Interest on 2023 Senior Notes	12.6		14.3		14.3
Interest on 2026 Term Loan	3.0		—		—
Interest expense	$	55.2	$	43.7	$	14.3

The increase in interest expense for 2023 was primarily driven by the increase in the interest expense on the funds withheld account related to the LPT contract with Enstar. This increase was due to a higher variable crediting rate due to higher total investment returns in 2023 compared to 2022, partially offset by a lower average funds withheld account balance as the underlying losses were paid down.

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Income tax benefit

The following table sets forth the income tax benefit/(expense) by jurisdiction for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Bermuda tax	$	201.1	$	—	$	—
U.S. tax	(55.4)		88.1		(5.8)
U.K. tax	(5.4)		(7.0)		0.3
Other	(8.2)		(3.0)		0.2
Income tax benefit/(expense)	$	132.1	$	78.1	$	(5.3)

The effective tax rate (defined as the tax expense or benefit, divided by the profit or loss before tax), for the twelve months ended December 31, 2023, on profit before tax was (32.8)% (2022 — 289.3%).

On December 27, 2023, the Government of Bermuda enacted the CIT Act, which will apply a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The CIT Act includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the new tax regime and has resulted in the recognition of a deferred tax benefit of $201.1 million in the fourth quarter of 2023.

The 2022 effective tax rate benefited from the reversal of a $94.1 million valuation allowance in our U.S. subsidiaries. Refer to Item 18, Note 11 of our consolidated financial statements, “Income Taxes”, for additional details.

The effective tax rate is impacted by the relative profitability of the business underwritten in Bermuda, the United Kingdom and the United States, all of which have different income tax rates. 

Other comprehensive income

Other comprehensive income, net of taxes, was $106.0 million, for the twelve months ended December 31, 2023 (2022 — $383.3 million loss). Other comprehensive income includes a net unrealized gain on the available for sale investment portfolio of $105.6 million (2022 — net unrealized loss of $367.8 million), which consists of a net unrealized gain of $72.0 million (2022 — $423.3 million net unrealized loss) and a reclassification adjustment of $33.6 million (2022— $55.5 million) related to the realized loss on the sale of available for sale securities. The net unrealized loss in 2022 was attributable to the impact of rising interest rates on our bond portfolios. The remaining movement is due to an unrealized gain in foreign currency translation on available for sale investments of $14.4 million (2022 — $30.9 million unrealized loss) largely attributable to the impact from the strengthening of the British Pound against the U.S. dollar, and a $14.0 million unrealized loss (2022 — $15.4 million unrealized gain) on the hedged derivative contracts.

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Underwriting Results by Business Segment

We are organized into two reportable business segments, Reinsurance and Insurance. We have determined our reportable segments by taking into account the manner in which management and ultimately the chief operating decision maker determines operating decisions and assesses operating performance. Profit or loss for each of the business segments is measured by underwriting income or loss. Underwriting profit is the excess of net earned premiums over the sum of losses and loss expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.

Management measures segment results on the basis of the combined ratio, which is obtained by dividing the sum of the losses and loss expenses, acquisition costs and general and administrative expenses by net earned premiums.

Non-underwriting disclosures. We provide additional disclosures for corporate and other (non-operating) income and expenses. Corporate and other income and expenses include: corporate and other expenses, non-operating expenses, net investment income, net realized and unrealized investment gains or losses, changes in fair value of derivatives, interest expenses, net realized and unrealized foreign exchange gains or losses, and income taxes. These income and expense items are not allocated to our business segments as they are not directly related to our business segment operations and is consistent with how management measures the performance of its segments. We do not allocate our assets by business segments as we evaluate underwriting results of each segment separately from the results of our investment portfolio.

Segment profit or loss for each of our business segments is measured by underwriting income or loss. Refer to Item 18, Note 3 of our consolidated financial statements, “Segment Reporting” for information on gross and net premiums written and earned, underwriting income or loss, and combined ratios and reserves for each of our business segments.

Reinsurance

Our reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance. For a more detailed description of this segment, refer to Item 4, “Business Overview — Business Segments — Reinsurance” and Item 18, Note 3 of our consolidated financial statements, “Segment Reporting.”

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	Twelve Months Ended December 31,
	2023			% Change		2022			% Change		2021
	($ in millions, except for percentages)
Underwriting Revenues
Gross written premiums	$	1,521.0		(15.8)	%	$	1,807.0		13.1	%	$	1,597.0
Net written premiums	1,098.0			(23.0)	%	1,426.4			19.0	%	1,199.0
Net earned premiums	1,154.5			(7.8)	%	1,251.8			11.9	%	1,118.8
Underwriting Expenses
Current accident year net losses and loss expenses, excluding catastrophe losses	538.6			(7.8)	%	584.0			(0.1)	%	584.6
Catastrophe losses	87.0			(64.5)	%	245.1			(3.9)	%	255.0
Prior year reserve development, post LPT years	5.7			(123.2)	%	(24.6)			(86.0)	%	(175.8)
Adjusted losses and loss adjustment expenses (1)	631.3			(21.5)	%	804.5			21.2	%	663.8
Impact of the LPT	(20.2)			(40.9)	%	(34.2)			(182.6)	%	41.4
Losses and loss adjustment expenses	611.1			(20.7)	%	770.3			9.2	%	705.2
Acquisition costs	208.6			(17.4)	%	252.4			13.9	%	221.6
General and administrative expenses	120.6			(15.4)	%	142.5			17.5	%	121.3
Underwriting income	$	214.2		147.3	%	$	86.6		22.5	%	$	70.7
Adjusted underwriting income (2)	$	194.0		270.2	%	$	52.4		(53.3)	%	$	112.1
Ratios				% Point Change					% Point Change
Current accident year loss ratio, excluding catastrophe losses	46.7		%	0.1		46.6		%	(5.6)		52.2		%
Catastrophe losses	7.5		%	(12.1)		19.6		%	(3.2)		22.8		%
Current accident year loss ratio	54.2		%	(12.0)		66.2		%	(8.8)		75.0		%
Prior year reserve development ratio, post LPT years	0.5		%	2.5		(2.0)		%	13.7		(15.7)		%
Adjusted loss ratio (1)	54.7		%	(9.5)		64.2		%	4.9		59.3		%
Impact of the LPT	(1.8)		%	0.9		(2.7)		%	(6.4)		3.7		%
Loss ratio	52.9		%	(8.6)		61.5		%	(1.5)		63.0		%
Acquisition cost ratio	18.1		%	(2.1)		20.2		%	0.4		19.8		%
General and administrative expense ratio	10.4		%	(1.0)		11.4		%	0.6		10.8		%
Combined ratio	81.4		%	(11.7)		93.1		%	(0.5)		93.6		%
Adjusted combined ratio (2)	83.2		%	(12.6)		95.8		%	5.8		90.0		%

(1)    Adjusted losses and loss adjustment expenses and adjusted loss ratio are calculated by adjusting the losses and loss adjustment expenses and loss ratio to remove the impact of the LPT. Adjusted losses and loss adjustment expenses and adjusted loss ratio are non-GAAP financial measures as defined under SEC rules and regulations. The calculations are presented above. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

(2)    Adjusted underwriting income and adjusted combined ratio are calculated by adjusting the underwriting income and the combined ratio to remove the impact of the LPT. Adjusted underwriting income and adjusted combined ratio are non-GAAP financial measures as defined under SEC rules and regulations. The calculations are presented above. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

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Gross written premiums

The table below shows our gross written premiums for each line of business in our reinsurance segment for the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in gross written premiums for each line of business:

	Twelve Months Ended December 31,
Lines of Business	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
Property catastrophe reinsurance	$	366.6	3.3	%	$	354.9	(5.7)	%	$	376.4
Other property reinsurance	384.2		(10.4)	%	428.8		(9.5)	%	473.6
Casualty reinsurance	558.9		(6.3)	%	596.4		33.9	%	445.5
Specialty reinsurance	211.3		(50.5)	%	426.9		41.6	%	301.5
Total	$	1,521.0	(15.8)	%	$	1,807.0	13.1	%	$	1,597.0

Gross written premiums decreased by 15.8% in 2023 compared to 2022. The increase in property catastrophe reinsurance was primarily due to a stronger rate environment, largely offset by a reduction in exposure. The decreases in other property reinsurance, casualty reinsurance and specialty reinsurance were mainly due to planned exposure management initiatives and portfolio optimization in response to market conditions. These actions resulted in reducing premiums in mortgage by $137.6 million, proportional property by $51.5 million and U.S. casualty by $27.9 million. Further reductions in gross written premiums were due to management’s decision to discontinue writing certain lines of business, primarily in aviation of $48.4 million, and space and bloodstock of $16.4 million.

Ceded written premiums

Total ceded written premiums in 2023 were $423.0 million, an increase of $42.4 million compared to 2022. This was due to an increase in the level of reinsurance purchased protecting our property catastrophe reinsurance business lines, including higher cessions to our capital markets partners.

Net earned premiums

The table below shows our net earned premiums for each line of business in our reinsurance segment for the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in net earned premiums for each line of business:

	Twelve Months Ended December 31,
Lines of Business	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
Property catastrophe reinsurance	$	125.9	(19.9)	%	$	157.2	13.0	%	$	139.1
Other property reinsurance	354.7		(15.4)	%	419.2		(1.7)	%	426.6
Casualty reinsurance	428.5		13.9	%	376.2		30.7	%	287.9
Specialty reinsurance	245.4		(18.0)	%	299.2		12.8	%	265.2
Total	$	1,154.5	(7.8)	%	$	1,251.8	11.9	%	$	1,118.8

Net earned premiums decreased by $97.3 million, or 7.8%, in 2023 compared to 2022. The reduction in property catastrophe reinsurance is due to the increase in the level of reinsurance purchased protecting our property catastrophe reinsurance business lines. The reduction in other property reinsurance largely reflects the decrease in gross written premiums for that line of business. Net earned premiums on casualty reinsurance and specialty reinsurance changed in contrast to the reductions noted in net written premiums on these lines of business. This is a result of the significant increases in gross premiums written in 2022 on these lines, as those policies continued to earn into 2023.

Losses and loss adjustment expenses

The loss ratio was 52.9% in 2023, a decrease of 8.6 percentage points compared to 61.5% in 2022. The main drivers of the change in loss ratio were the following:

•Current accident year loss ratio, excluding catastrophe losses, for 2023 changed slightly from 46.6% in 2022 to 46.7% in 2023. The favorable impact of loss experience and rate changes outpacing loss cost trend were offset by an increase in higher initial loss estimates to account for uncertainty in relation to the potential impact of social and economic

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inflation. While social inflation is not a new influence, general economic inflation has been elevated in recent years, and there is uncertainty as to whether this will continue. Various factors such as behavioral and political elements, arising from changing views of the general public, as well as institutional and legislative developments from court rulings, regulators and legislators, have contributed to a greater presence of social inflation risk within our portfolios. Rising costs to adjust and settle claims and the impact of a more pervasive litigation financing trend has also contributed to this. All of these factors have the potential to have a material adverse effect on the adequacy of our reserves for losses and loss adjustment expenses, especially in longer-tailed lines of business, as well as on the market value of our investment portfolio through rising interest rates. The anticipated effects of inflation and social inflation are considered in our pricing models, reserving processes, and exposure management, across all lines of business and types of loss including natural catastrophe events. The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled and will vary by the specific type of inflation affecting each line of business.

•Catastrophe losses decreased from $245.1 million in 2022 to $87.0 million in 2023, improving the loss ratio by 12.1 percentage points. In 2023, the net catastrophe losses of $87.0 million included $8.1 million from the earthquake in Morocco, $7.6 million from Hurricane Idalia, $7.3 million from wildfires in Hawaii, $5.9 million from floods in New Zealand, $5.9 million from Cyclone Gabrielle and $52.2 million of other weather-related events. In 2022, the net catastrophe losses of $245.1 million included $95.0 million from Hurricane Ian, $31.9 million from Australian floods, $55.0 million from the Russia/Ukraine war, $10.8 million from floods in South Africa and $52.4 million of other weather-related events.

•Prior year reserve development on post-LPT years totaled adverse development of $5.7 million in 2023 compared with favorable development of $24.6 million in 2022. This change in prior year reserve development resulted in an increase in the loss ratio of 2.5 percentage points. The prior year reserve development in 2023 consisted of adverse development of $39.1 million primarily due to reserve strengthening on the property catastrophe reinsurance business and other property reinsurance business. This was partially offset by favorable development on casualty and specialty reinsurance business of $33.4 million, resulting from better-than-expected loss emergence. The prior year reserve development in 2022 consisted of favorable development of $47.2 million resulting from better-than-expected loss emergence primarily in the casualty reinsurance business, partially offset by adverse development of $22.6 million due to reserve strengthening in property catastrophe reinsurance.

•Impact of the LPT includes a favorable movement of $20.2 million in the current period compared with favorable movement of $34.2 million in the twelve months ended December 31, 2022. This reflects development in the 2019 and prior accident years net of the movement in the deferred gain on retroactive contracts allocated to the reinsurance segment.

Acquisition costs

Net acquisition costs were $208.6 million for the twelve months ended December 31, 2023, equivalent to 18.1% of net earned premiums (2022 — $252.4 million or 20.2% of net earned premiums). The decrease in the acquisition cost ratio was mainly attributable to higher ceding commissions resulting from additional reinsurance purchased on property catastrophe reinsurance business lines.

General and administrative expenses

Our general and administrative expenses decreased by $21.9 million from $142.5 million in 2022 to $120.6 million in 2023. Our general and administrative expense ratio was 10.4% in 2023 compared to 11.4% in 2022 largely driven by the favorable year over year foreign exchange rates, coupled with various cost saving initiatives.

Insurance

Our insurance segment consists of casualty and liability insurance, first party insurance, specialty insurance, financial and professional lines insurance, and Carbon Syndicate. For a more detailed description of this segment, refer to Item 4, “Business Overview — Business Segments — Insurance” and Item 18, Note 3 of our consolidated financial statements, “Segment Reporting.”

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	Twelve Months Ended December 31,
	2023			% Change		2022			% Change		2021
	($ in millions, except for percentages)
Underwriting Revenues
Gross written premiums	$	2,446.6		(3.4)	%	$	2,531.7		8.1	%	$	2,341.4
Net written premiums	1,483.9			1.0	%	1,469.6			5.8	%	1,388.7
Net earned premiums	1,460.0			1.6	%	1,436.9			11.2	%	1,291.7
Underwriting Expenses
Current accident year net losses and loss expenses, excluding catastrophe losses	833.5			9.5	%	761.1			3.3	%	736.9
Catastrophe losses	33.1			(46.4)	%	61.7			(13.9)	%	71.7
Prior year reserve development, post LPT years	26.6			(29.3)	%	37.6			(76.9)	%	162.6
Adjusted losses and loss adjustment expenses (1)	893.2			3.8	%	860.4			(11.4)	%	971.2
Impact of the LPT	48.7			(1.2)	%	49.3			191.7	%	16.9
Losses and loss adjustment expenses	941.9			3.5	%	909.7			(7.9)	%	988.1
Acquisition costs	171.6			(4.3)	%	179.4			(6.8)	%	192.5
General and administrative expenses	233.9			(4.1)	%	244.0			15.2	%	211.8
Underwriting income/(loss)	$	112.6		8.5	%	$	103.8		203.1	%	$	(100.7)
Adjusted underwriting income/(loss) (2)	$	161.3		5.4	%	$	153.1		(282.7)	%	$	(83.8)
Ratios				% Point Change					% Point Change
Current accident year loss ratio, excluding catastrophe losses	57.1		%	4.1		53.0		%	(4.0)		57.0		%
Catastrophe losses	2.3		%	(2.0)		4.3		%	(1.3)		5.6		%
Current accident year loss ratio	59.4		%	2.1		57.3		%	(5.3)		62.6		%
Prior year reserve development ratio, post LPT years	1.8		%	(0.8)		2.6		%	(10.0)		12.6		%
Adjusted loss ratio (1)	61.2		%	1.3		59.9		%	(15.3)		75.2		%
Impact of the LPT	3.3		%	(0.1)		3.4		%	2.1		1.3		%
Loss ratio	64.5		%	1.2		63.3		%	(13.2)		76.5		%
Acquisition cost ratio	11.8		%	(0.7)		12.5		%	(2.4)		14.9		%
General and administrative expense ratio	16.0		%	(1.0)		17.0		%	0.6		16.4		%
Combined ratio	92.3		%	(0.5)		92.8		%	(15.0)		107.8		%
Adjusted combined ratio (2)	89.0		%	(0.3)		89.3		%	(17.2)		106.5		%

(1) Adjusted losses and loss adjustment expenses and adjusted loss ratio are calculated by adjusting the losses and loss adjustment expenses and loss ratio to remove the impact of the LPT. Adjusted losses and loss adjustment expenses and adjusted loss ratio are non-GAAP financial measures as defined under SEC rules and regulations. The calculations are presented above. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

(2)    Adjusted underwriting income/(loss) and adjusted combined ratio are calculated by adjusting the underwriting income and the combined ratio to remove the impact of the LPT. Adjusted underwriting income and adjusted combined ratio are non-GAAP financial measures as defined under SEC rules and regulations. The calculations are presented above. Refer to “Reconciliation of Non-U.S. GAAP Financial Measures” for further details.

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Gross written premiums

The table below shows our gross written premiums for each line of business for the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in gross written premiums for each line:

	Twelve Months Ended December 31,
Lines of Business	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
First party insurance (1)	$	318.2	(14.6)	%	$	372.5	(12.2)	%	$	424.5
Specialty insurance (1)	407.6		10.3	%	369.4		(3.7)	%	383.4
Casualty and liability insurance	670.9		(1.1)	%	678.6		10.3	%	615.4
Financial and professional lines insurance	1,002.1		(7.3)	%	1,081.2		19.1	%	907.6
Insurance other (2)	47.8		59.3	%	30.0		185.7	%	10.5
Total	$	2,446.6	(3.4)	%	$	2,531.7	8.1	%	$	2,341.4

____________

(1) Effective January 1, 2023, the insurance segment restructured its first party and specialty insurance lines of business into two separate lines: first party insurance and specialty insurance due to changes in management structures. The prior periods have been re-presented to ensure consistency of information.

(2) Relates to gross written premiums written by Aspen Underwriting Limited via Carbon Syndicate 4747.

Gross written premiums decreased by 3.4% in 2023 compared to 2022. The decrease in first party insurance premiums from 2022 to 2023 was primarily attributable to our decision to withdraw from several programs that did not meet our profitability expectations, reducing our gross written premiums by approximately $89 million. This was partially offset by favorable market conditions in U.S. property, yielding positive rate on renewals of 29.8%.

The increase in gross written premiums in specialty insurance from 2022 to 2023 was primarily due to new business growth in international credit and political risk, contributing approximately $13 million, favorable market conditions in international crisis management, resulting in an increase of approximately $13 million, and an increase in new business within international natural resources & construction.

The decrease in gross premiums written within casualty and liability insurance was largely attributable to management’s planned initiatives to reduce exposure in certain lines in response to market conditions, including a reduction in new business due to increased competition impacting rates and terms and conditions. These factors impacted gross written premiums by approximately $17 million in 2023. This was partially offset by favorable premium adjustments in U.S. primary casualty DUA and higher renewals in U.K. liability, totaling $8.2 million.

The overall decrease in financial and professional insurance was largely due to reductions of $140.2 million noted in management liability business. This reduction was due to declining rates in the D&O open market business and a depressed M&A environment globally, impacting insurance written associated with M&A activity. This line of business was further impacted by our decision to exit most of our surety business coupled with increased competition in the U.S. professional liability business, the combination of which decreased our gross written premiums by approximately $46 million. This was partially offset by new partnerships via cross class binders which contributed approximately $107 million of gross written premium.

Ceded written premiums

Total ceded written premiums for 2023 was $962.7 million, a decrease of $99.4 million from 2022. Retention ratio increased from 58.0% in 2022 to 60.7% in 2023 as a result of a change in business mix and the decision to restructure a portion of our outwards reinsurance renewals.

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Net earned premiums.

The table below shows our net earned premiums for each line of business in our insurance segment for the twelve months ended December 31, 2023, 2022 and 2021 and the percentage change in gross earned premiums for each line of business:

	Twelve Months Ended December 31,
Lines of Business	2023				2022				2021
	($ in millions)		% change		($ in millions)		% change		($ in millions)
First party insurance (1)	$	273.8	(9.0)	%	$	301.0	7.1	%	$	281.0
Specialty insurance (1)	284.0		11.0	%	255.9		13.3	%	225.8
Casualty and liability insurance	352.0		3.0	%	341.6		20.6	%	283.3
Financial and professional lines insurance	528.5		0.3	%	526.9		5.6	%	498.8
Insurance other(2)	21.7		88.7	%	11.5		310.7	%	2.8
Total	$	1,460.0	1.6	%	$	1,436.9	11.2	%	$	1,291.7

____________

(1) Effective January 1, 2023, the insurance segment restructured its first party and specialty insurance lines of business into two separate lines: first party insurance and specialty insurance due to changes in management structures. The prior periods have been re-presented to ensure consistency of information.

(2) Relates to gross written premiums written by Aspen Underwriting Limited via Carbon Syndicate 4747.

Net earned premiums increased by $23.1 million, or 1.6%, in 2023 as compared to 2022 largely due to a decrease in ceded written premium within the period, offset by a reduction in gross written premium.

Losses and loss adjustment expenses

The loss ratio in 2023 was 64.5%, an increase of 1.2 percentage points as compared to 63.3% in 2022. The main drivers of the change in loss ratio were the following:

•Current accident year loss ratio, excluding catastrophe losses, for 2023 increased by 4.1 percentage points as compared to 2022, primarily due to an increase in the claims handling provision and higher initial loss estimates to account for uncertainty in relation to the potential impact of social and economic inflation. While social inflation is not a new influence, general economic inflation has been elevated in recent years, and there is uncertainty as to whether this will continue. Various factors such as behavioral and political elements, arising from changing views of the general public, as well as institutional and legislative developments from court rulings, regulators and legislators, have contributed to a greater presence of social inflation risk within our portfolios. Rising costs to adjust and settle claims and the impact of a more pervasive litigation financing trend has also contributed to this. All of these factors have the potential to have a material adverse effect on the adequacy of our reserves for losses and loss adjustment expenses, especially in longer-tailed lines of business, as well as on the market value of our investment portfolio through rising interest rates. The anticipated effects of inflation and social inflation are considered in our pricing models, reserving processes, and exposure management, across all lines of business and types of loss including natural catastrophe events. The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled and will vary by the specific type of inflation affecting each line of business.

•Catastrophe losses decreased from $61.7 million in 2022 to $33.1 million in 2023, improving the loss ratio by 2.0 percentage points. In 2023, the net catastrophe losses included $9.3 million from wildfires in Hawaii and $23.8 million of other weather-related events, while 2022 included $29.8 million from Hurricane Ian, $7.5 million from the Russia/Ukraine war and $24.4 million from other weather-related events.

•Prior year development on post-LPT years was $26.6 million in the twelve months ended December 31, 2023 as compared to $37.6 million in the twelve months ended December 31, 2022. This reduction in adverse development resulted in a decrease in the loss ratio of 0.8 percentage points. The prior year reserve development in 2023 was largely due to reserve strengthening on the casualty and liability insurance line of $25.3 million. The prior year reserve development in 2022 was largely due to reserve strengthening on the casualty and liability insurance line of $24.1 million. There was also notable reserve strengthening on both the financial and professional lines insurance line, and specialty insurance line, totaling $16.0 million.

•Impact of the LPT included an unfavorable movement of $48.7 million or 3.3 percentage points in the current period compared with unfavorable development of $49.3 million in the twelve months ended December 31, 2022. This

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reflects reserve development in the 2019 and prior accident years covered by the LPT, net of the movement in the deferred gain on retroactive contracts allocated to the insurance segment.

Acquisition costs

Net acquisition costs were $171.6 million in 2023, equivalent to 11.8% of net earned premiums, versus $179.4 million or 12.5% of net earned premiums in 2022. The decrease in the acquisition cost ratio in 2023 was primarily driven by an increase in fee income derived from Aspen Capital Markets and favorable brokerage expenses across U.S. programs due to exited lines.

General and administrative expenses

General and administrative expenses decreased by $10.1 million from $244.0 million in 2022 to $233.9 million in 2023. The general and administrative expense ratio was 16.0% in 2023, an improvement of 1.0 percentage point from 2022, primarily attributable to favorable year over year foreign exchange rates.

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Balance Sheet

Total cash and investments

As at December 31, 2023 and 2022, total cash and investments, including accrued interest receivable were $7.5 billion and $7.1 billion, respectively. Total cash and investments increased mainly due to the increase in the fair value of investments during 2023, including $126.2 million unrealized gains on available for sale investments partially offset by payments of ordinary and preference dividends of $90.2 million, and was also impacted by cash provided by operating activities in the year. Our investment strategy is focused on delivering stable investment income and total investment returns through all market cycles while maintaining appropriate portfolio liquidity and credit quality to meet the requirements of our customers, rating agencies and regulators. We also consider how our investments should match the liability characteristics in terms of duration and foreign currencies.

As of December 31, 2023, a significant majority of funds available for investment were deployed in a diversified portfolio of high quality, investment grade securities, including U.S. government, corporate and U.S. agency mortgage-backed securities. As part of our strategic asset allocation, we also invest a portion of our portfolio in investments such as unrated private fixed and floating rate investments, and other investments not categorized as fixed income. These securities generally pay a higher rate of interest or return and may have a higher degree of credit or default risk, or less liquidity.

The duration of total fixed income securities (the aggregate of available for sale and trading) as at December 31, 2023 was 2.6 years compared to 3.0 years as at December 31, 2022. In addition, as at December 31, 2023, the average credit rating of these fixed income securities was “AA-,” with 86.6% being rated “A-” or higher. As at December 31, 2022, the average credit rating of our fixed income securities portfolio was “AA-,” with 85.4% being rated “A-” or higher. The average credit rating is calculated using the Bloomberg Barclays Index credit quality methodology.

As at December 31, 2023, the Company had a 2.8% allocation to investment funds and a 4.8% allocation to MMLs and other private debt and CMLs, representing in total 7.6% of our portfolio. As at December 31, 2022, the Company had a 3.1% allocation to investment funds and a 6.0% allocation to MML and CML representing in total 9.1% of our portfolio.

Cumulative unrealized losses in the available for sale investment portfolio, net of taxes, were $227.6 million as at December 31, 2023, a decrease of $105.6 million from the net $333.2 million unrealized losses as at December 31, 2022. The available for sale portfolio is in an unrealized loss position due to increases in U.S.Treasury yields in 2022. During 2023, the unrealized loss position has reduced as securities approach maturity or are sold. Additionally, given the influence of U.S. Treasury yields on the investment portfolio, the reduction in U.S. Treasury yields in the period has caused an improvement in the unrealized loss.

As at December 31, 2023, the aggregate current fair value of the real estate funds investments was $209.3 million (December 31, 2022 — $221.3 million). For further information regarding these investments, refer to Item 18, Note 4 of our consolidated financial statements, “Investments”.

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The composition of our cash and investments as at December 31, 2023 and 2022 is summarized below:

	As at December 31, 2023				As at December 31, 2022
	Estimated Fair Value		Percentage of Total Cash and Investments		Estimated Fair Value		Percentage of Total Cash and Investments
	($ in millions except for percentages)
Fixed Income Securities — Available for Sale
U.S. government	$	1,202.6	16.2	%	$	953.0	13.5	%
U.S. agency	7.2		0.1		8.8		0.1
Municipal	128.1		1.7		149.5		2.1
Corporate	1,959.3		26.3		1,845.0		26.2
Non-U.S. government-backed corporate	100.7		1.4		110.4		1.6
Non-U.S. government	273.8		3.7		213.6		3.1
Agency commercial mortgage-backed	5.8		0.1		5.6		0.1
Agency residential mortgage-backed	445.1		6.0		502.7		7.1
Total Fixed Income Securities — Available for Sale	4,122.6		55.5		3,788.6		53.8
Fixed Income Securities — Trading
U.S. government	245.5		3.3		261.6		3.7
Municipal	3.1		0.1		3.6		0.1
Corporate	171.5		2.3		162.1		2.3
High yield loans	92.1		1.2		88.3		1.2
Non-U.S. government-backed corporate	8.3		0.1		11.6		0.2
Non-U.S. government	34.8		0.5		30.4		0.4
Asset-backed	908.2		12.2		896.5		12.7
Agency mortgage-backed securities	22.2		0.3		21.4		0.3
Total Fixed Income Securities — Trading	1,485.7		20.0		1,475.5		20.9
Total other investments, equity method	7.6		0.1		6.2		0.1
Total other investments (1)	209.3		2.8		221.3		3.1
Total catastrophe bonds — trading	1.6		—		2.9		0.1
Privately-held investments — Trading
Commercial mortgage loans	274.9		3.7		312.1		4.5
Middle market loans and other private debt	84.8		1.1		106.9		1.5
Asset-backed securities	82.9		1.1		66.8		0.9
Global corporate securities	14.4		0.2		15.0		0.2
Equity securities	—		—		6.6		0.1
Short-term investments	18.0		0.2		25.6		0.4
Total Privately-held investments — Trading	475.0		6.3		533.0		7.6
Total privately-held investments — available for sale	14.9		0.2		—		—
Total short-term investments — available for sale	93.6		1.3		52.0		0.7
Total short-term investments — trading	2.1		—		6.3		0.1
Total cash and cash equivalents	1,028.1		13.8		959.2		13.6
Total Cash and Investments	$	7,440.5	100.0	%	$	7,045.0	100.0	%
Net (payable)/receivable for securities (purchased)/ sold (2)	$	(13.3)			$	6.6
Accrued interest receivable (3)	51.9				44.9
Total Investable Assets	$	7,479.1			$	7,096.5

__________________

(1)     Total other investments represents our investments in investment funds. For further information refer to Item 18, Note 4 of our consolidated financial statements, “Investments.”

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(2)    Net (payable)/receivable for securities (purchased)/sold consists of a payable for securities purchased of $22.3 million (December 31, 2022 — $6.9 million) and a receivable for securities sold of $9.0 million (December 31, 2022 — $13.5 million). The receivable for securities sold is included within other assets on the consolidated balance sheet.

(3)    Accrued interest receivable is included within other assets on the consolidated balance sheet.

As at December 31, 2023, the Company had no investments in equity securities as part of the Company’s strategic asset allocation (2022 — $6.6 million).

Valuation of Investments

Fair Value Measurements. Our estimates of fair value for financial assets and liabilities are based on the framework established in the fair value accounting guidance included in ASC Topic 820, Fair Value Measurements and Disclosures. For a description of the framework, refer to Item 18, Note 6 of our consolidated financial statements, “Fair Value Measurements.”

Valuation of Investments, Equity Method.  The value of our investments in MVI, Digital Re and Multi-line Reinsurer are based on our share of the capital position of the entities which includes income and expenses reported in quarterly management accounts. Each of MVI, Digital Re and Multi-line Reinsurer is subject to annual audit evaluating the financial statements of the entities. We periodically review the management accounts of MVI, Digital Re and Multi-line Reinsurer and evaluate the reasonableness of the valuation of our investment.

Valuation of Other Investments. The Company’s other investments represent our investments in investment funds. Adjustments to the fair values are made based on the net asset value of the investments. The net valuation criteria established by the manager of such investments are established in accordance with the governing documents and the asset manager’s valuation guidelines, which include: the discounted cash flow method and the performance multiple approach, which uses a multiple derived from market data of comparable companies or assets to produce operating performance metrics. Alternative valuation methodologies may be employed for investments with unusual characteristics.

Valuation of Privately-held Investments. Privately-held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are largely determined using discounted cash flow models. Investment valuations are performed by an independent valuation vendor which includes an assessment of the reasonableness of the discount rate being used. These models include inputs that are specific to each investment. The inputs used in the fair value measurements include dividend or interest rates and appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these securities. A significant increase (decrease) in this input in isolation could result in significantly lower (higher) fair value measurement for privately-held investments. In order to assess the reasonableness of the inputs in the discounted cash flow models, the Company maintains an understanding of current market conditions and issuer specific information that may impact future cash flows.

Credit Losses on Available for Sale Debt Securities. Credit losses are recognized through an allowance account for available for sale debt securities, thereby permitting reversals of previously recognized credit losses through net income in the period they occur. Write-offs (of any previously recognized allowance for credit losses) are recorded when amounts are deemed uncollectible, or Aspen intends to sell (or more likely than not will be required to sell) the debt security before recovery of the amortized cost basis. The amortized cost basis will be written down to the debt securities fair value through earnings. Credit losses are limited to the difference between the debt securities amortized cost basis and fair value (‘fair-value floor’). Any decline in the debt securities fair value below the amortized cost basis that is not a result of a credit loss is recorded through other comprehensive income, net of applicable taxes. The allowance for credit losses of a security may be increased or reversed upon a change in credit position with the change reflected in net income.

The credit loss models employ a discounted cash flow approach to evaluate whether a credit loss exists at the individual security level and are reviewed at each reporting period. This analysis excludes investments in U.S. Government/Agency bonds and U.S. Government Agency mortgage-backed securities due to being of ‘high credit quality’ based on the absence of risk. For any available for sale debt securities that were initially purchased with credit deterioration (PCD), the amortized cost basis shall be considered to be the purchase price, plus any allowance for credit losses. Estimated credit losses shall be discounted at the rate that equates the present value of the purchaser’s estimate of the security’s future cash flows with the purchase price of the asset. As at December 31, 2023 we recognized a credit loss provision of $2.9 million (2022 —$7.7 million), realizing a gain of $4.8 million within the twelve months ended December 31, 2023.

For further discussion, refer to Item 18, Note 2(c) of our consolidated financial statements, “Basis of Presentation and Significant Accounting Policies — Accounting for Investments, Cash and Cash Equivalents.”

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Reserves for Losses and Loss Adjustment Expenses

Provision is made at the end of each year for the estimated ultimate cost of claims incurred but not settled at the balance sheet date, including the cost of IBNR claims and development of existing reported claims. The estimated cost of claims includes expenses to be incurred in settling claims and a deduction for the expected value of salvage and other recoveries. Estimated amounts recoverable from reinsurers on unpaid losses and loss adjustment expenses are calculated to arrive at a net claims reserve.

Reserves by segment.  As at December 31, 2023, we had total net loss and loss adjustment expense reserves of $3,232.8 million (December 31, 2022 — $2,813.2 million). This amount represented our best estimate of the ultimate liability for payment of losses and loss adjustment expenses. Of the total gross reserves for unpaid losses of $7,810.6 million at the balance sheet date of December 31, 2023, a total of $4,695.1 million, or 60.1%, represented IBNR claims (December 31, 2022 — $4,323.1 million and 56.1%, respectively). The following tables analyze gross and net loss and loss adjustment expense reserves by business segment as at December 31, 2023 and 2022, respectively:

	As at December 31, 2023
Business Segment	Gross		Reinsurance Recoverable		Net
	($ in millions)
Reinsurance	$	3,129.3	$	(1,756.2)	$	1,373.1
Insurance	4,681.3		(2,821.6)		1,859.7
Total losses and loss expense reserves	$	7,810.6	$	(4,577.8)	$	3,232.8

	At December 31, 2022
Business Segment	Gross		Reinsurance Recoverable		Net
	($ in millions)
Reinsurance	$	3,350.5	$	(1,989.8)	$	1,360.7
Insurance	4,360.4		(2,907.9)		1,452.5
Total losses and loss expense reserves	$	7,710.9	$	(4,897.7)	$	2,813.2

Within reinsurance recoverables we have recognized $1,627.4 million of recoverables on the LPT as at December 31, 2023 (December 31, 2022 — $2,132.0 million).

The gross reserves may be further analyzed between outstanding claims and IBNR as at December 31, 2023 and 2022 as follows:

	As at December 31, 2023
	Gross Case Reserves		Gross IBNR		Gross Reserve		% IBNR
	($ in millions, except for percentages)
Reinsurance	$	1,487.3	$	1,642.0	$	3,129.3	52.5	%
Insurance	1,628.2		3,053.1		4,681.3		65.2	%
Total losses and loss expense reserves	$	3,115.5	$	4,695.1	$	7,810.6	60.1	%

	As at December 31, 2022
	Gross Case Reserves		Gross IBNR		Gross Reserve		% IBNR
	($ in millions, except for percentages)
Reinsurance	$	1,750.9	$	1,599.6	$	3,350.5	47.7	%
Insurance	1,636.9		2,723.5		4,360.4		62.5	%
Total losses and loss expense reserves	$	3,387.8	$	4,323.1	$	7,710.9	56.1	%

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Prior year loss reserves.  For the twelve months ended December 31, 2023, there was an overall increase in our estimate of ultimate net claims to be paid in respect of prior accident years. An analysis of this overall net increase/(decrease) by business segment is as follows for each of the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31,
Business Segment	2023		2022		2021
	($ in millions)
Reinsurance	$	(14.5)	$	(58.8)	$	(134.4)
Insurance	75.3		86.9		179.5
Total losses and loss expense reserves changes	$	60.8	$	28.1	$	45.1

For the twelve months ended December 31, 2023. The analysis of the development by each segment is as follows:

Reinsurance. Net reserve releases of $14.5 million in 2023, due to adverse reserve development on post-LPT accident years of $5.7 million and the favorable impact of the LPT of $20.2 million.

Insurance. Net adverse reserve development of $75.3 million in 2023, due to adverse prior year development on post-LPT accident years of $26.6 million and the unfavorable movement of $48.7 million due to the impact of the LPT and retroactive accounting by deferring the gains on the contract over the settlement period.

For the twelve months ended December 31, 2022. The analysis of the development by each segment is as follows:

Reinsurance. Net reserve releases of $58.8 million in 2022, primarily from favorable reserve development on accident years 2020 and 2021 of $24.6 million on casualty reinsurance and other property reinsurance lines and the favorable impact of the LPT of $34.2 million.

Insurance. Net unfavorable reserve development of $86.9 million in 2022, mainly due to adverse prior year development on accident years 2020 and 2021 within international marine and energy liability, U.S. management and professional liability and excess and U.S. casualty of $37.6 million and the unfavorable movement of $49.3 million due to the impact of the LPT, mainly reflecting the one-off costs in relation to the LPT recognized in 2022.

We did not make any significant changes in methodologies used in our reserving process between 2022 and 2023.

Reinsurance Premiums Payable

Reinsurance Premiums Payable.  As at December 31, 2023, we had reinsurance premiums payables totaling $1,416.6 million compared to $1,980.1 million at December 31, 2022, a decrease of $563.5 million, primarily driven by the reduction in the fund withheld balance in regards to the LPT contract with Enstar.

Critical Accounting Policies

We believe that the following are critical accounting policies used in the preparation of our consolidated financial statements. A statement of all the significant accounting policies we use to prepare our financial statements is included in the Notes to the consolidated financial statements. If factors such as those described in Item 3D, “Risk Factors” cause actual events to differ from the assumptions used in applying the accounting policies and calculating financial results, there could be a material adverse effect on our operating results, financial condition and liquidity.

Written Premiums

Written premiums comprise the estimated premiums on contracts of insurance and reinsurance entered into in the reporting period, except in the case of proportional reinsurance contracts, where written premiums relate only to our estimated proportional share of premiums due on contracts entered into by the ceding company prior to the end of the reporting period.

All premium estimates are reviewed regularly, comparing actual reported premiums to expected ultimate premiums along with a review of the collectability of premiums receivable. Based on management’s review, the appropriateness of the premium estimates is evaluated, and any adjustments to these estimates are recorded in the periods in which they become known. Adjustments to original premium estimates could be material and these adjustments may directly and significantly impact earnings in the period they are determined because the subject premium may be fully or substantially earned.

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We refer to premiums receivable which are not fixed at the inception of the contract as adjustment premiums. The proportion of adjustment premiums included in the premium estimates varies between business lines with the largest adjustment premiums associated with property and casualty reinsurance business and the smallest with property and liability insurance lines.

Adjustment premiums are most significant in relation to reinsurance contracts. Different considerations apply to non-proportional and proportional treaties as follows:

Non-proportional treaties.  A large number of the reinsurance contracts we write are written on a non-proportional or excess of loss treaty basis. As the ultimate level of business written by each cedant can only be estimated at the time the reinsurance is placed, the reinsurance contracts generally stipulate a minimum and deposit premium payable under the contract with an adjustable premium determined by variables such as the number of contracts covered by the reinsurance, the total premium received by the cedant and the nature of the exposures assumed. Minimum and deposit premiums generally cover the majority of premiums due under such treaty reinsurance contracts and the adjustable portion of the premium is usually a small portion of the total premium receivable. For excess of loss contracts, the minimum and deposit premium, as defined in the contract, is generally considered to be the best estimate of the contract’s written premium at inception. Accordingly, this is the amount we generally record as written premium in the period the underlying risks incept.

During the life of a contract, notifications from cedants and brokers may affect the estimate of ultimate premium and result in either increases or reductions in reported revenue. Changes in estimated adjustable premiums do not generally have a significant impact on short-term liquidity as the payment of adjustment premiums generally occurs after the expiration of a contract.

Many non-proportional treaties also include a provision for the payment to us by the cedant of reinstatement premiums based on loss experience under such contracts. Reinstatement premiums are the premiums charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence. These premiums relate to the future coverage obtained during the remainder of the initial policy term and are included in revenue in the same period as the corresponding losses.

Proportional treaties (“treaty pro rata”). Estimates of premiums assumed under treaty pro rata reinsurance contracts are recorded in the period in which the underlying risks are expected to incept and are based on information provided by brokers and ceding companies and estimates of the underlying economic conditions at the time the risk is underwritten. We estimate premiums receivable initially and update our premium estimates regularly throughout the contract term based on treaty statements received from the ceding company.

The reported gross written premiums for treaty pro rata business include estimates of premiums due to us but not yet reported by the cedant because of time delays between contracts being written by our cedants and their submission of treaty statements to us. This additional premium is normally described as pipeline premium. Treaty statements disclose information on the underlying contracts of insurance written by our cedants and are generally submitted on a monthly or quarterly basis, from 30 to 90 days in arrears. In order to report all risks incepting prior to a period end, we estimate the premiums written between the last submitted treaty statement and the period end. Treaty pro rata premiums are written predominantly in our other property, specialty and casualty reinsurance lines of business.

Property treaty pro rata contributed significantly to our reinsurance segment where we wrote $243.4 million in gross written premium in 2023 (2022 — $294.9 million), or 16.0% (2022 — 16.3%) of the gross written premiums in our reinsurance segment, of which $42.6 million was estimated (2022 — $22.4 million) and $200.8 million was reported by the cedants (2022 — $272.5 million). Excluding the impact of costs, such as reinsurance premiums and operating expenses, we estimate that the impact of a $1.0 million increase/decrease in our estimated gross written premiums in our property treaty pro rata business would increase/decrease net income before tax by approximately $0.3 million for the year ended December 31, 2023 (2022 — $0.1 million increase/decrease). 

The most likely drivers of change in our premium estimates in decreasing order of magnitude are:

•changes in renewal rate or rate of new business acceptances by cedant insurance companies leading to lower or greater volumes of ceded premiums than our estimate, which could result from changes in the relevant primary market that could affect more than one of our cedants or could be a consequence of changes in marketing strategy or risk appetite by a particular cedant;

•changes in the rates being charged by cedants; and

•differences between the pattern of inception dates assumed in our estimate and the actual pattern of inception dates.

Earned premiums. Premiums are recognized as earned over the policy exposure periods. The premium related to the unexpired portion of each policy at the end of the reporting period is included in the balance sheet as unearned premiums.

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Accounting for retroactive reinsurance agreements. Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. For these agreements, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income over the settlement period of the ceded reserves once the paid losses have exceeded the minimum retention. The amount of the deferral is recalculated each period based on actual loss payments and updated estimates of ultimate losses. If the consideration paid exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is recognized within income immediately.

Premiums payable for retroactive reinsurance coverage and meeting the conditions of reinsurance accounting are reported as reinsurance recoverables to the extent that those amounts do not exceed recorded liabilities relating to underlying reinsurance contracts. To the extent that recorded liabilities on an underlying reinsurance contract exceed premiums payable for retroactive coverage, a deferred gain is recognized.

B. Liquidity and Capital Resources

Liquidity

Liquidity is a measure of a company’s ability to generate cash flows sufficient to meet short-term and long-term cash requirements of its business operations. Management monitors the liquidity of Aspen Holdings and of each of its Operating Subsidiaries and arranges credit facilities to enhance short-term liquidity and capital resources on a stand-by basis. As a holding company, Aspen Holdings relies on dividends and other distributions from its Operating Subsidiaries to provide cash flow to meet ongoing cash requirements, including claims settlements, any future debt service payments and other expenses, and to pay dividends, if any, to our preference and ordinary shareholders.

Aspen Holdings’ principal sources of liquidity include (i) cash, cash equivalents and investments, (ii) dividends, capital distributions and interest payments from our Operating Subsidiaries and (iii) our availability under our revolving credit facility and letter of credit facilities. As at December 31, 2023, Aspen Holdings held $87.1 million (December 31, 2022 — $84.9 million) of cash, cash equivalents and investments. Our Operating Subsidiaries collectively paid dividends to Aspen Holdings of $364.4 million and $121.7 million for the twelve months ended December 31, 2023 and 2022, respectively. As at December 31, 2023, we had approximately $724 million of availability for borrowings under our revolving credit facility and letter of credit facilities (December 31, 2022 — $664 million). Management considers the current cash and cash equivalents, together with dividends declared or expected to be declared by subsidiary companies and our credit facilities, sufficient to appropriately satisfy planned and expected liquidity requirements of Aspen Holdings during 2024 and in light of liquidity projections for the period thereafter. Aspen Holdings’ liquidity depends on dividends, capital distributions and interest payments from our Operating Subsidiaries. Aspen Holdings also has recourse to the credit facility described under “Letter of Credit Facilities” below.

The ability of our Operating Subsidiaries to pay dividends or other distributions is subject to the laws and regulations applicable to each jurisdiction, as well as the Operating Subsidiaries’ need to maintain capital requirements adequate to maintain their insurance and reinsurance operations and their financial strength ratings issued by independent rating agencies. We do not expect to suffer tax on foreign earnings since our significant source of earnings outside of Bermuda is the U.K. and no taxes are imposed on profits repatriated from the U.K. to Bermuda. For a further discussion of the various restrictions on our ability and our Operating Subsidiaries’ ability to pay dividends, refer to Item 4, “Business Overview — Regulatory Matters.” For a discussion of the volatility and liquidity of our other investments, refer to Item 3D, “Risk Factors — Market and Liquidity Risks,” and for a discussion of the impact of insurance losses on our liquidity, refer to Item 3D, “Risk Factors — Insurance Risks” and Item 18, Note 14 of our consolidated financial statements, “Statutory Requirements and Dividend Restrictions.”

Operating Subsidiaries. As at December 31, 2023, the Operating Subsidiaries held $1,073.8 million (December 31, 2022 — $869.1 million) in cash and short-term investments that are readily realizable securities. Management monitors the value, currency and duration of cash and investments held by the Operating Subsidiaries to ensure they are able to meet their insurance and other liabilities as they become due and was satisfied that there was a comfortable margin of liquidity as at December 31, 2023 and for the foreseeable future.

On an ongoing basis, our Operating Subsidiaries’ sources of funds primarily consist of premiums written, investment income and proceeds from sales and redemptions of investments. Cash is used primarily to pay reinsurance premiums, losses and loss adjustment expenses, brokerage commissions, general and administrative expenses, taxes, interest and dividends and to purchase new investments. The potential for individual large claims and for accumulations of claims from single events means that substantial and unpredictable payments may need to be made within relatively short periods of time.

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We ensure that sufficient cash and short-term investments are held to enable us to meet potential claims without liquidating long term investments and adversely affecting our investment return.

We manage these risks by making regular forecasts of the timing and amount of expected cash outflows and ensuring that we maintain sufficient balances in cash and short-term investments to meet these estimates. Notwithstanding this policy, if these cash flow forecasts are incorrect, we could be forced to liquidate investments prior to maturity, potentially at a significant loss. Historically, we have not had to liquidate investments at a material loss to maintain sufficient levels of liquidity.

Where we incur losses in currencies which are not normally held, we will convert funds into the appropriate currencies to mitigate our currency risk and also make funds available to settle claims in local currencies as and when they become due. For local regulatory reasons, we hold assets in trusts which limits our liquidity to some degree. The process of matching assets with liabilities in currency means, however, that at any one time we will hold cash and short-term assets in all major currencies which are available to settle claims.

The liquidity of our Operating Subsidiaries is also affected by the terms of our contractual obligations to policyholders and by undertakings to certain regulatory authorities to facilitate the issue of letters of credit or maintain certain balances in trust funds for the benefit of policyholders, or restricted for other reasons. The following table shows the forms of collateral or other security provided in respect of these obligations and undertakings as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023			At December 31, 2022
	($ in millions, except percentages)
Regulatory trusts and deposits:
Affiliated transactions	$	660.8		$	707.1
Third party	2,714.4			2,817.7
Letters of credit / guarantees	172.0			471.3
Total restricted assets (excluding illiquid assets)	3,547.2			3,996.1
Other investments — illiquid assets	209.3			221.3
Total restricted assets and illiquid assets	$	3,756.5		$	4,217.4
Total as percent of cash and invested assets	50.2		%	59.4		%

Refer to Item 18, Note 21(a), “Commitments and Contingent Liabilities — Restricted Assets” of our consolidated financial statements for further detail on our trust fund balances which we are required to maintain in accordance with contractual obligations to policyholders and in compliance with regulatory requirements.

Consolidated cash flows for the twelve months ended December 31, 2023 and December 31, 2022:  

	Twelve Months Ended December 31,
	2023		2022
	(in millions)
Cash flows from operating activities	$	324.7	$	(55.0)
Cash flows from investing activities	(172.2)		(196.5)
Cash flows from financing activities	(90.2)		(84.6)
Effect of exchange rate movements on cash and cash equivalents	6.6		(18.8)
Increase/(decrease) in cash and cash equivalents	68.9		(354.9)
Cash and cash equivalents at beginning of period	959.2		1,314.1
Cash and cash equivalents at end of period	$	1,028.1	$	959.2

Total net cash flow provided by operations for the twelve months ended December 31, 2023 was $324.7 million, a $379.7 million increase in cash flow from the equivalent period in 2022. The increase in cash generated through operating activities was mainly due to improved underwriting performance, an improvement on the returns generated by our investment portfolio, and a decrease in reinsurance recoverables for payments made on gross claims and not yet collected from the reinsurer. We paid net claims of $1,173.0 million in 2023 and utilized net cash of $172.2 million for investing during the period.

Cash flow from financing activities were an outflow of $90.2 million, due to the payment of ordinary and preference share dividends. At December 31, 2023, we had a balance of cash and cash equivalents of $1,028.1 million.

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Total net cash flow used in operations for the twelve months ended December 31, 2022 was $55.0 million, a $579.7 million decrease in cash used from the equivalent period in 2021. The decrease in cash used in operations for the twelve months ended December 31, 2022 was mainly due to an increase in reinsurance recoverables, for payments made on gross claims and not yet collected from the reinsurer, and the repayment of our credit facility. We paid net claims of $1,291.1 million in 2022, and utilized cash of $196.5 million from investing during the period. Cash flow from financing activities were an outflow of $84.6 million, due to the payment of ordinary and preference share dividends.

Capital Resources

We maintain our capital at an appropriate level as determined by our internal risk appetite and the financial strength required by our customers, regulators and rating agencies, sufficient to address such capital requirements during 2024 and in light of projected capital requirements for the period thereafter. We monitor and review the Aspen Group and the Operating Subsidiaries’ capital and liquidity positions on an ongoing basis. The following table shows our capital structures as at December 31, 2023 compared to December 31, 2022:

	As at December 31, 2023		At December 31, 2022
	($ in millions)
Share capital, additional paid-in capital, retained income and accumulated other comprehensive loss	$	2,155.0	$	1,604.5
Preference shares (net of issue costs)	753.5		753.5
Long-term debt	300.0		—
Short-term debt	—		299.9
Total capital	$	3,208.5	$	2,657.9

As at December 31, 2023, total shareholders’ equity was $2,908.5 million compared to $2,358.0 million as at December 31, 2022. Our total shareholders’ equity as at December 31, 2023 includes three classes of preference shares with a total value of $753.5 million net of share issuance costs (December 31, 2022 — $753.5 million, three classes of preference shares).

Our preference shares are classified in our balance sheet as equity but may receive a different treatment in some cases under the capital adequacy assessments made by certain rating agencies. Such securities are often referred to as “hybrids” as they have certain attributes of both debt and equity. Management monitors the ratio of the total of debt and hybrids to total capital which was 32.8% as of December 31, 2023 (December 31, 2022 — 39.6%). Total capital is defined as being shareholders’ equity plus outstanding debt.

On July 26, 2023, the Company entered into a $300.0 million term loan facility at a borrowing rate of Term SOFR plus an applicable margin (ranging from 1.13% to 1.75% based on the Company’s credit ratings and 1.38% as of December 31, 2023) and a SOFR adjustment of 0.10% pursuant to the Term Loan Credit Agreement. On November 9, 2023, the Company drew down $300.0 million on the 2026 Term Loan due November 9, 2026 and the proceeds were used to redeem the 2023 Senior Notes. Subject to applicable law, the 2026 Term Loan will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding.

Management monitors the ratio of debt to total capital which was 9.4% as at December 31, 2023 (December 31, 2022 — 11.3%).

There were no principal capital management transactions during 2023 or 2022, save in relation to the 2026 Term Loan. For further details, refer to Item 10 (“Additional Information”) - Part C (“Material Contracts - “2026 Term Loan”). Additionally, during the twelve months ended December 31, 2023, we paid aggregate dividends of $40.3 million on our ordinary shares to Parent.

Access to capital.  Our business operations are in part dependent on our financial strength, the opinions of the independent rating agencies thereof as discussed elsewhere in this report and the market’s perception thereof, as measured by total shareholders’ equity, which was $2,908.5 million as at December 31, 2023 (December 31, 2022 — $2,358.0 million). Our ability to access the capital markets is dependent on, among other things, our operating results, market conditions and our perceived financial strength. We regularly monitor our capital and financial position, as well as investment and securities market conditions, both in general and with respect to Aspen Holdings’ securities. Our preference shares and depositary shares are listed on the NYSE.

Letter of Credit Facilities. Refer to Item 18, Note 24 of our consolidated financial statements, “Credit Facility and Long-term Debt” for discussion of our credit agreements and letter of credit facilities.

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C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

During 2023, the (re)insurance market has experienced significant rate increases across a number of classes of business. Underlying underwriting conditions, including increased natural catastrophe activity and sustained higher inflation, alongside tighter (re)insurance capacity, means we expect insurance pricing to remain favorable. We believe Aspen is well placed to take advantage of the current market environment. We have proactively managed our business to reduce volatility and our underwriting portfolio is well diversified by class and geography, supported by a strong capital position and a clear focus on cost management and operational efficiency. We remain focused on sustainable growth, optimizing our underwriting returns and prudentially managing catastrophe risk.

Although higher interest rates have resulted in unrealized mark-to-market losses, we expect to see increased investment income from our investment portfolio, the majority of which is in credit, while also anticipating that these mark-to-market losses will reverse as securities reach maturity.

Inflation, climate change and exposure to man-made events are expected to continue to impact global insurance markets. Refer to Item 3D, “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included in this report.

E. Critical Accounting Estimates

Our consolidated financial statements contain certain amounts that are inherently subjective in nature and require management to make assumptions and best estimates to determine the reported values. We believe that the following critical accounting estimates are the most significant estimates used in the preparation of our consolidated financial statements.

Reserving Approach

We are required by U.S. GAAP to establish loss reserves for the estimated unpaid portion of the ultimate liability for losses and loss expenses (“ultimate losses”) under the terms of our policies and agreements with our insured and reinsured customers. Our loss reserves comprise the following components:

•the cost of claims reported to us but not yet paid, known as case reserves (“case reserves”);

•reserves to cover the anticipated cost of IBNR claims. Within this, we also include the potential development of reported claims; and

•the expenses associated with settling claims, including legal and other fees and the general expenses of administering the claims adjustment process, known as the loss adjustment expenses (“LAE”).

Case Reserves.  For reported claims, reserves are established on a case-by-case basis within the parameters of coverage provided in the insurance policy or reinsurance agreement. The method of establishing case reserves for reported claims differs among our operations. With respect to our insurance operations, we are advised of potential insured losses and our claims handlers’ record reserves for the estimated amount of the expected indemnity settlement, loss adjustment expenses and cost of defence where appropriate. The reserve estimate reflects the judgment of the claims personnel and is based on claim information obtained to date, general reserving practices, the experience and knowledge of the claims personnel regarding the nature of the specific claim and where appropriate and available, advice from legal counsel, loss adjusters and other claims experts.

With respect to our reinsurance claims operations, claims handlers set case reserves for reported claims generally based on the claims reports received from our ceding companies and take into consideration our cedants’ own reserve recommendations and our prior loss experience with the cedant. Additional case reserves (“ACR”), in addition to the cedants’ own recommended reserves, may be established by us to reflect our estimated ultimate cost of a loss. ACRs are generally the result of either a claims handler’s own experience and knowledge of handling similar claims, general reserving practices or the result of reserve recommendations following an audit of cedants’ reserves.

Case reserves are based on a subjective judgment of facts and circumstances and are established for the purposes of internal reserving only. Accordingly, they do not represent a commitment to any course of conduct or admission of liability on our behalf in relation to any specific claim.

IBNR Reserves.  The need for IBNR reserves arises from time lags between when a loss occurs and when it is actually reported and settled. By definition, we do not have specific information on IBNR claims so they need to be estimated by

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actuarial methodologies. IBNR reserves are therefore generally calculated at a class of business level and cannot generally be identified as reserves for a particular loss or contract. We calculate IBNR reserves by class of business within each line of business. Where appropriate, analyses may be conducted on sub-sets of a class of business. IBNR reserves are calculated by projecting our ultimate losses on each class of business and subtracting paid losses and case reserves. IBNR reserves also cover the anticipated cost of claims incurred but not reported, within this we also include any potential development of reported claims. Over recent years, we have begun to place greater reliance on our actual actuarial experience for our long-tail lines of business that we have written since our inception in 2002. We believe that our earliest accident years are now capable of providing us with meaningful actuarial indications. Estimates and judgments for new insurance and reinsurance lines of business are more difficult to make than those made for more mature lines of business because we have more limited historical information through December 31, 2023.

Sources of Information.  Claims information received typically includes the loss date, details of the claim, the recommended reserve and reports from the loss adjusters dealing with the claim. In respect of pro rata treaties and any business written through managing general agents, we receive regular statements (bordereaux) which provide paid and outstanding claims information, often with large losses separately identified. Following widely reported loss events, such as catastrophes, we adopt a proactive approach to establish our likely exposure to claims by reviewing policy listings and contacting brokers and policyholders as appropriate.

Actuarial Methodologies.  The main projection methodologies that are used by our actuaries are as follows:

•Initial expected loss ratio (“IELR”) method:  This method calculates an estimate of ultimate losses by applying an estimated loss ratio to an estimate of ultimate earned premium for each accident year. The estimated loss ratio may be based on pricing information and/or industry data and/or historical claims experience revalued to the year under review.

•Bornhuetter-Ferguson (“BF”) method:  The BF method uses as a starting point an assumed IELR and blends in the loss ratio, which is implied by the claims experience to date using benchmark loss development patterns on paid claims data (“Paid BF”) or reported claims data (“Reported BF”). Although the method tends to provide less volatile indications at early stages of development and reflects changes in the external environment, it can be slow to react to emerging loss development and can, if the IELR proves to be inaccurate, produce loss estimates which take longer to converge with the final settlement value of loss.

•Loss development (“Chain Ladder”) method:  This method uses actual loss data and the historical development profiles on older accident years to project more recent, less developed years to their ultimate position.

•Exposure-based method:  This method is typically used for specific large catastrophic events such as a major hurricane. All exposure is identified and we work with known market information and information from our cedants to determine a percentage of the exposure to be taken as the ultimate loss.

In addition to these methodologies, our actuaries may use other approaches depending upon the characteristics of the class of business and available data. In addition, as required pursuant to Bermuda law, we have appointed a third party as loss reserve specialist for Aspen Bermuda Limited and as group actuary in relation to Aspen Holdings, in each case to provide an external view on the Company’s reserves.

In general terms, the IELR method is most appropriate for classes of business and/or accident years where the actual paid or reported loss experience is not yet mature enough to modify our initial expectations of the ultimate loss ratios. Typical examples would be recent accident years for classes of business in casualty reinsurance. The BF method is generally appropriate where there are few reported claims and a relatively less stable pattern of reported losses. Typical examples would be our treaty risk excess class of business in our reinsurance segment and marine hull class of business in our insurance segment. The Chain Ladder method is appropriate when there are relatively stable patterns of loss emergence and a relatively large number of reported claims. Typical examples are the U.K. commercial property and U.K. commercial liability classes of business in our international insurance business.

Reserving Procedures and Process.  Our actuaries calculate the IELR, BF and Chain Ladder and, if appropriate, other methods for each class of business and each accident year. They then calculate a single point actuarial central estimate (“ultimate”) for each class of business. The actuarial methodologies involve significant subjective judgments reflecting many factors, including but not limited to, changes in legislative conditions, changes in judicial interpretation of legal liability policy coverages and heightened inflation. Our actuaries collaborate with our underwriting, claims, legal and finance teams in identifying factors which are incorporated in their range of ultimates in which management’s best estimate is most likely to fall.

There are no differences between our year-end and our quarterly internal reserving procedures and processes because our actuaries perform the basic projections and analyses described above for each class of business quarterly.

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Selection of Reported Gross Reserves. The Reserve Committee signs off on the group-level reserves, which reflects, amongst other matters, key areas of reserving uncertainty within the group actuarial central estimate. Levels of uncertainty are factored into the management best estimate, which provides the basis for management’s recommendation to the Audit Committee and the Board regarding the reserve amounts to be recorded in the financial statements.

As at December 31, 2023, the Reserve Committee was chaired by the Group Chief Actuarial Officer and its membership includes members of senior management from various functions of the business.

Each significant class of business is reviewed in detail by management through its Reserve Committee at least once a year. The timing of such reviews varies throughout the year. Additionally, we review the emergence of actual losses relative to expectations every fiscal quarter for all classes of business. If warranted from this analysis, we may accelerate the timing of our detailed actuarial reviews.

Uncertainties.  While the management selected reserves make a reasonable provision for unpaid loss and loss adjustment expense obligations, we note that the process of estimating required reserves, by its very nature, involves uncertainty and therefore the ultimate claims may fall outside the actuarial range. The level of uncertainty can be influenced by such factors as the existence of coverage with long duration reporting patterns and changes in claims handling practices, as well as the other factors described above.

Given many of the coverages underwritten involve claims that may not be ultimately settled for many years after they are incurred, subjective judgments as to the ultimate exposure to losses are an integral and necessary component of the loss reserving process. We review our reserves regularly, using a variety of statistical and actuarial techniques to analyze current claims costs, frequency and severity data, and prevailing economic, social and legal factors. Reserves established in prior periods are adjusted as claims experience develops and new information becomes available.

Estimates of IBNR are generally subject to a greater degree of uncertainty than estimates of the cost of settling claims already notified to us, where more information about the claim event is generally available. IBNR claims often may not be apparent to the insured until many years after the event giving rise to the claims has happened. Classes of business where the IBNR proportion of the total reserve is high, such as casualty insurance, will typically display greater variations between initial estimates and final outcomes because of the greater degree of difficulty of estimating these reserves.

Classes of business where claims are typically reported relatively quickly after the claim event tend to display lower levels of volatility between initial estimates and final outcomes. Reinsurance claims are subject to a longer time lag both in their reporting and in their time to final settlement. The time lag is a factor which is included in the projections to ultimate claims within the actuarial analyses and helps to explain why in general a higher proportion of the initial reinsurance reserves are represented by IBNR than for insurance reserves for business in the same class. Delays in receiving information from cedants are an expected part of normal business operations and are included within the statistical estimate of IBNR to the extent that current levels of backlog are consistent with historical data. Currently, there are no processing backlogs which would materially affect our financial statements.

Allowance is made, however, for changes or uncertainties which may create distortions in the underlying statistics or which might cause the cost of unsettled claims to increase or reduce when compared with the cost of previously settled claims, including:

•changes in our processes which might accelerate or slow down the development and/or recording of paid or incurred claims;

•changes in the legal environment (including challenges to tort reform);

•the effects of inflation, which rose rapidly over 2022 and 2023;

•changes in the mix of business;

•the impact of large losses; and

•changes in our cedants’ reserving methodologies.

These factors are incorporated in the management’s best estimate of reserves. We take all reasonable steps to ensure that we utilize all appropriate information and actuarial techniques in establishing our IBNR reserves. However, given the uncertainty in establishing claims liabilities, it is likely that the final outcome will prove to be different from the original provision established at the balance sheet date. Changes to our previous estimates of prior period loss reserves impact the reported calendar year underwriting results by worsening our reported results if the prior year reserves prove to be deficient or improving our reported results if the prior year reserves prove to be redundant. As at December 31, 2023, a 5% change in the

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gross reserve for IBNR losses would have equated to a change of approximately $234.8 million (2022 — $216.2 million) in loss reserves.

A 5% change in our net loss reserves equates to $161.6 million and represents 5.6% of shareholders’ equity as at December 31, 2023.

There are specific areas of our selected reserves which have additional uncertainty associated with them. Refer to Item 3D, “Risk Factors — Insurance Risks — Our financial condition and operating results may be adversely affected if actual claims exceed our loss reserves” for a discussion of the specific areas of our selected reserves which have additional uncertainty. In each case, management believes they have selected an appropriate best estimate based on current information and current analyses.

Loss Reserving Sensitivity Analysis.  The most significant key assumptions identified in the reserving process are that (i) the historic loss development and trend experience is assumed to be indicative of future loss development and trends, (ii) the information developed from internal and independent external sources can be used to develop meaningful estimates of the initial expected ultimate loss ratios, and (iii) no significant losses or types of losses will emerge that are not represented in either the initial expected loss ratios or the historical development patterns.

We believe that there is potentially significant risk in estimating loss reserves for long-tail lines of business and for immature accident years that may not be adequately captured through traditional actuarial projection methodologies. As discussed above, these methodologies usually rely heavily on projections of prior year trends into the future. In selecting our best estimate of future liabilities, we consider both the results of actuarial point estimates of loss reserves in addition to the stochastic distribution of reserves. In determining the appropriate best estimate, we review (i) the result of bottom up analysis by accident year reflecting the impact of parameter uncertainty in actuarial calculations, and (ii) specific qualitative information on events that may have an effect on future claims development but which may not have been adequately reflected in actuarial best estimates, such as the potential for outstanding litigation or claims practices of cedants to have an adverse impact.

Effect if Actual Results Differ From Assumptions. Given the risks and uncertainties associated with the process for estimating reserves for losses and loss expenses, management has performed an evaluation of the potential variability in loss reserves and the impact this variability may have on reported results, financial condition and liquidity. Because of the inherent uncertainties discussed above, we have developed a reserving philosophy which attempts to incorporate prudent assumptions and estimates.

Management’s best estimate of the net reserve for losses and loss expenses as at December 31, 2023 was $3,232.8 million. The following tables show the effect on estimated net reserves for losses and loss expenses as at December 31, 2023 of a change in two of the most critical assumptions in establishing reserves: (i) loss emergence patterns, accelerated or decelerated by three and six months; and (ii) expected loss ratios varied by plus or minus five and ten percent. Accelerated loss emergence patterns indicates a higher development percentage of losses, therefore requiring lower IBNR than previously expected and hence resulting in a lower ultimate.

Management believes that these scenarios present a reasonable range of variability around the booked reserves using standard actuarial techniques. Loss reserves may vary beyond these scenarios in periods of heightened or reduced claim activity. The reserves resulting from the changes in the assumptions are not additive and should be considered separately. The following tables vary the assumptions employed therein independently. In addition, the tables below do not adjust any parameters other than the ones described above.

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Net reserve for losses and loss expenses as at December 31, 2023 — Sensitivity to loss emergence patterns

Change in assumption	Reserve for losses and loss expenses
	($ in millions)
Six month acceleration	$	3,020.1
Three month acceleration	$	3,120.0
No change (selected)	$	3,232.8
Three month deceleration	$	3,366.4
Six month deceleration	$	3,534.1

Net reserve for losses and loss expenses as at December 31, 2023 — Sensitivity to expected loss ratios

Change in assumption	Reserve for losses and loss expenses
	($ in millions)
10% favorable	$	2,994.4
5% favorable	$	3,085.3
No change (selected)	$	3,232.8
5% unfavorable	$	3,380.3
10% unfavorable	$	3,471.2

The most significant variance in the above scenarios (i.e., a 10% unfavorable movement in expected loss ratios) would have the effect of increasing losses and loss expenses by $238.4 million.

Management believes that the reserve for losses and loss expenses are sufficient to cover expected claims incurred before the reporting date on the basis of the methodologies and judgments used to support its estimates. However, there can be no assurance that actual payments will not vary significantly from total reserves. The reserve for losses and loss expenses and the methodology of estimating such reserve are regularly reviewed and updated as new information becomes known. Any resulting adjustments are reflected in income in the period in which they become known.

Recoverability of Deferred Tax Asset

In assessing the recoverability of deferred tax assets, and the recognition/de-recognition of associated valuation allowances, the Company considered a number of factors that required significant judgement, such as successive years of achieving three-year cumulative net taxable income, recent operating trends, growth and profitability forecasts, premium and investment return assumptions, etc. when making its determination. At December 31, 2023, the valuation allowance reflects management’s assessment that it is more likely than not that the deferred tax assets in the U.K. operating subsidiaries will not be realized. Management believe that the deferred tax assets of the U.S. and Bermuda operating subsidiaries will more likely than not be fully utilized over time, and therefore no valuation allowance has been recognized in the U.S. and Bermuda operating subsidiaries.

Valuation of Investments Measured Using Significant Unobservable Inputs

The Company’s estimates of fair value for financial assets and liabilities are based on the framework established in the fair value accounting guidance included in ASC Topic 820, “Fair Value Measurements and Disclosures.” The framework prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or liability.

The Company considers prices for actively traded securities to be derived based on quoted prices in an active market for identical assets.

The Company considers prices for other securities that may not be as actively traded which are priced via pricing services, vendors and broker-dealers, or with reference to interest rates and yield curves, to be derived based on inputs that are observable for the asset, either directly or indirectly.

The Company considers securities, other financial instruments, privately-held investments and derivative insurance contracts subject to fair value measurement whose valuation is derived by internal valuation models to be based largely on unobservable inputs. Unobservable inputs are assumptions used by the Company using the best available information at the time of making these valuation assumptions. Level 3 financial instruments have the least use of observable market inputs used to determine fair

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value. As at December 31, 2023, the Company classified privately-held investments of $489.9 million as Level 3 as a result of significant unobservable inputs used to determine fair value (2022 — $533.0 million).

Privately-held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models. These models include inputs that are specific to each investment. The inputs used in the fair value measurements include dividend or interest rates and appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these securities. A significant increase (decrease) in this input in isolation could result in significantly lower (higher) fair value measurement for privately-held investments. In order to assess the reasonableness of the inputs the Company uses in the discounted cash flow models, the Company maintains an understanding of current market conditions, issuer specific information that may impact future cash flows as well as collaboration with independent vendors for most securities to assess the reasonableness of the discount rate being used.

The Company’s other investments represent our investments in investment funds. Adjustments to the fair values are made based on the net asset value of the investments. The net valuation criteria established by the manager of such investments are established in accordance with the governing documents and the asset manager’s valuation guidelines, which include: the discounted cash flows method and the performance multiple approach, which uses a multiple derived from market data of comparable companies or assets to produce operating performance metrics. Alternative valuation methodologies may be employed for investments with unusual characteristics.

See also “Quantitative and Qualitative Disclosures about Market Risk” in Item 11 of this report for further details on interest rate and credit spread risk and a sensitivity analysis of interest rate on the valuation of the Company’s investments.

F. Tabular Disclosure of Obligations

The following table summarizes our obligations (other than our obligations to employees) under long-term debt, operating leases (net of subleases) and reserves relating to insurance and reinsurance contracts as at December 31, 2023:

	2024		2025		2026		2027		2028		Later Years		Total
	($ in millions)
Operating lease obligations	$	15.4	$	15.1	$	14.3	$	12.8	$	12.7	$	32.4	$	102.7
Long-term debt obligations	—		—		300.0		—		—		—		300.0
Long-term debt obligations, annual interest (1)	20.5		20.5		17.1		—		—		—		58.1
Reserves for losses and LAE (2)	1,732.0		1,301.0		1,029.0		804.0		615.0		2,329.6		7,810.6
Total	$	1,767.9	$	1,336.6	$	1,360.4	$	816.8	$	627.7	$	2,362.0	$	8,271.4

__________________

(1)    The long-term debt accrues interest at a variable rate of Term Secured Overnight Financing Rate plus an applicable margin. In estimating our annual interest obligation on our long-term debt, the borrowing rate as of December 31, 2023 has been used.

(2)     In estimating the time intervals into which payments of our reserves for losses and loss adjustment expenses fall, as set out above, we have utilized actuarial assessed payment patterns. By the nature of the insurance and reinsurance contracts under which these liabilities are assumed, there can be no certainty that actual payments will fall in the periods shown and there could be a material acceleration or deceleration of claims payments depending on factors outside our control. The total amount of payments in respect of our reserves, as well as the timing of such payments, may differ materially from our current estimates for the reasons set out under Item 18, Note 2 of our consolidated financial statements, “Critical Accounting Policies — Reserves for Losses and Loss Expenses.”

For a detailed description of our operating lease obligations, refer to Item 18, Note 19 of our consolidated financial statements, “Operating Leases.”

G. Safe Harbor

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are made pursuant to the “safe harbor” provisions of The Private Securities Litigation Reform Act of 1995. Forward-

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looking statements include all statements that do not relate solely to historical or current facts. In particular, statements that use the words such as “believe,” “anticipate,” “expect,” “assume,” “objective,” “target,” “plan,” “estimate,” “project,” “seek,” “will,” “may,” “aim,” “likely,” “continue,” “intend,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “predict,” “potential,” “on track” or their negatives or variations and similar terminology and words of similar import generally involve forward-looking statements.

The inclusion of forward-looking statements in this report should not be considered as a representation by us or any other person that our current objectives or plans will be achieved. Numerous factors could cause our actual results to differ materially from those addressed by the forward-looking statements, including the following:

•The occurrence, timing and results of, and market reaction to, our Initial Public Offering;

•the occurrence of natural disasters and other catastrophic events;

•global climate change;

•war, terrorism and political unrest, government action that is hostile to commercial interests and from sovereign, sub-sovereign and corporate defaults;

•emerging claim and coverage issues in our business and social inflation;

•cyclical changes in the insurance and reinsurance industries;

•our reinsurers may not reimburse us for claims on a timely basis, or at all;

•the reliance on third parties for the assessment and pricing of individual risks;

•the failure of any risk management and loss limitation methods we employ;

•the reinsurance that we purchase may not always be available on favorable terms or we may choose to retain a higher proportion of particular risks compared to previous years;

•actual claims exceeding our loss reserves;

•economic inflation;

•increases in the frequency and severity of cyber-attacks on our policyholders;

•interest rate risk, credit risk, real estate related risks, market risk, servicing risk, loss from catastrophic events and other risks;

•adverse developments affecting the financial services industry and the potential contagion impact to, and resulting stress on, the financial services sector generally;

•failing to realize profits from or losing some or all of the principal amount of our invested assets if we are required to sell our invested assets at a loss to meet our insurance, reinsurance or other obligations;

•volatility and uncertainty in general economic conditions and in financial and mortgage markets;

•the determination of the amount of allowances and impairments taken on our investments;

•currency fluctuations that we may not be effective at mitigating;

•the failure of policyholders, brokers or other intermediaries or reinsurers to honor their payment obligations;

•competition and consolidation in the (re)insurance industry;

•a decline in any of the ratings of our Operating Subsidiaries could adversely affect our standing among brokers and customers and cause our premiums and earnings to decrease;

•increasing scrutiny and evolving expectations from investors, customers, regulators, policymakers and other stakeholders regarding environmental, social and governance matters;

•future acquisitions, growth of our operations through the addition of new lines of (re)insurance business, expansion into new geographic regions and/or joint ventures or partnerships;

•the loss of business provided by brokers that account for a large portion of our insurance and reinsurance revenues;

•our management of alternative reinsurance platforms on behalf of investors in any entities ACM manages or could manage in the future;

•the inability to obtain additional capital or to only obtain capital on unfavorable terms;

•our debt, credit and ISDA agreements may limit our financial and operational flexibility;

•political, regulatory, governmental and industry initiatives;

•changes in regulations that adversely affect the U.S. mortgage insurance and reinsurance market;

•the United Kingdom’s withdrawal from the European Union;

•changes in Bermuda law and regulations, and the political environment in Bermuda;

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•changes in current accounting practices and future pronouncements;

•our internal controls over financial reporting have gaps or other deficiencies;

•the loss of one or more of our senior underwriters or other members of our senior management team or an inability to attract and retain senior staff;

•third-party outsourced service providers failing to satisfactorily perform certain technology and business process functions;

•general employee and third-party litigation risks;

•management turnover;

•the loss of our foreign private issuer or “controlled company” status;

•the execution of internal processes to maintain our operations and the operational risks that are inherent to our business, including those resulting from fraud or employee errors or omissions;

•the failure in our data security and/or technology systems or infrastructure or those of third parties, including those caused by security breaches or cyber-attacks;

•compliance with ever evolving national, federal, state, and international laws relating to the handling of information;

•actual results differing materially from model outputs and related analyses;

•the influence that our controlling shareholder will continue to have over us;

•our holding company structure and certain regulatory and other constraints may limit our ability to pay dividends;

•U.S. persons who own our securities may have more difficulty in protecting their interests than U.S. persons who are shareholders of a U.S. corporation; and

•changes in government regulations or tax laws in jurisdictions where we conduct business.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events that are subject to a number of risks, uncertainties, assumptions and other factors, many of which are outside our control that could cause actual results to differ materially from such forward-looking statements. Accordingly, there are other important factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements. We believe that these factors include, but are not limited to, those set forth in Item 3D under “Risk Factors” as those factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (the “SEC”) which are accessible on the SEC’s website at http://www.sec.gov.

The inclusion of forward-looking statements in this report should not be considered as a representation by us that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Effects of Inflation

Economic inflation has increased in recent quarters and there is a risk of inflation remaining elevated for an extended period, which could further increase claims and claim expenses, impact the performance of our investment portfolio or have other adverse effects. The onset, duration and severity of an inflationary period cannot be estimated with precision.

The potential exists after a catastrophe or other large property loss for the development of inflationary pressures in a local economy as the demand for services, such as construction, typically surges. The cost of settling claims may also be increased by global commodity price inflation. We seek to take both these factors into account when setting reserves for any events where we think they may be material. In addition, this risk may be exacerbated by the steps taken by governments and central banks throughout the world in responding to the COVID-19 pandemic and any future pandemics, the impact from the war in Ukraine, global supply chain issues, and, more recently, market instability resulting from the stress on the international financial services industry.

The anticipated effects of inflation are considered in our pricing models, reserving processes and exposure management, across all lines of business and types of loss, including natural catastrophe events, and this includes assumptions about future payments for settlement of claims and claims-handling expenses. To the extent inflation causes these costs to increase above reserves established for these claims, we will be required to increase our loss reserves with a corresponding reduction in earnings.

The actual effects of the current and potential future increase in inflation on our results cannot be accurately known until, among other items, claims are ultimately settled.

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In addition to general price inflation, social inflation has increased, and, accordingly, we may be exposed to a persisting long-term upwards trend in the cost of judicial awards for damages. We seek to take this into account in our pricing and reserving of our lines of business, notably casualty business.

We also seek to take into account the projected impact of inflation on the likely actions of central banks in the setting of short-term interest rates and consequent effects on the yields and prices of fixed interest securities. A potentially prolonged high inflationary environment poses a risk to the performance of our investment portfolio or have other adverse effects. In particular, rising inflation, interest rates and bond yields may result in a decrease in the market value of certain of our fixed interest investments. Refer to Item 3D, “Risk Factors — Market and Liquidity Risks — Our investments are subject to interest rate, credit, and real estate related risks, which may adversely affect our net income and may adversely affect the adequacy of our capital” and also to “Risk Factors — Market and Liquidity Risks — We may be adversely impacted by economic inflation and social inflation.”

H. Reconciliation of Non-U.S. GAAP Financial Measures

In presenting Aspen’s results, management has included and discussed certain measurements that are considered “non-GAAP financial measures” under SEC rules and regulations. Management believes that these non-GAAP financial measures, which may be defined differently by other companies, help explain and enhance the understanding of Aspen’s results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with GAAP.

Average equity, a non-GAAP financial measure, is used in calculating ordinary shareholders return on average equity. Average equity is calculated by taking the arithmetic average of total shareholders’ equity on a quarterly basis for the stated periods excluding the average value of preference shares less issue expenses.

	As at December 31,
	2023			2022			2021
	($ in millions)
Total shareholders’ equity	$	2,908.5		$	2,358.0		$	2,774.8
Preference shares less issue expenses	(753.5)			(753.5)			(753.5)
Average adjustment	(336.2)			101.5			55.2
Average equity	$	1,818.8		$	1,706.0		$	2,076.5
Operating return on average equity	20.2		%	11.9		%	2.4		%
Net income, adjusted for preference share dividends, on average equity	26.7		%	0.4		%	(0.7)		%
Net income, adjusted for preference share dividends, on closing equity	22.5		%	0.4		%	(0.7)		%

Operating income is a non-GAAP financial measure. Operating income is an internal performance measure used by Aspen in the management of its operations and represents after-tax operating results. Operating income includes an adjustment for the change in deferred gain on retroactive reinsurance contracts in order to economically match the loss recoveries under the ADC/LPT contracts with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. Operating income also excludes certain costs related to the LPT contract with Enstar that closed in the second quarter of 2022, net foreign exchange gains or losses, including net realized and unrealized gains and losses from foreign exchange contracts, net realized gains or losses on investments and non-operating expenses and income.

Aspen excludes the items above from its calculation of operating income because we believe they are not reflective of underlying performance or the amount of these gains or losses is heavily influenced by, and fluctuates according to, prevailing investment market and interest rate movements. Aspen believes these amounts are either largely independent of its business and underwriting process, not aligned with the economics of transactions undertaken, or including them would distort the analysis of trends in its operations. In addition to presenting net income determined in accordance with GAAP, Aspen believes that showing operating income enables users of its financial information to analyze Aspen’s results of operations in a manner consistent with how management analyzes Aspen’s underlying business performance. Operating income should not be viewed as a substitute for GAAP net income.

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Operating Income Reconciliation	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Net income/(loss) available to Aspen Insurance Holdings Limited’s ordinary shareholders	$	484.8	$	6.5	$	(14.7)
Add/(deduct) items before tax
Net foreign exchange losses/(gains)	10.1		64.6		(4.1)
Net realized and unrealized investment (gains)/losses	(14.5)		177.6		(8.8)
Non-operating expenses	35.1		36.0		20.6
Impact of the LPT, net of certain costs related to the LPT contract with Enstar	50.5		22.8		58.3
Non-operating income tax (benefit)	(198.4)		(105.2)		(0.7)
Operating income	$	367.6	$	202.3	$	50.6

Retention ratio is calculated by dividing net written premiums by gross written premiums.

	Twelve Months Ended December 31, 2023									Twelve Months Ended December 31, 2022
Retention ratio	Reinsurance			Insurance			Total			Reinsurance			Insurance			Total
	($ in millions)									($ in millions)
Gross written premium	$	1,521.0		$	2,446.6		$	3,967.6		$	1,807.0		$	2,531.7		$	4,338.7
Net written premium	$	1,098.0		$	1,483.9		$	2,581.9		$	1,426.4		$	1,469.6		$	2,896.0
Retention ratio	72.2		%	60.7		%	65.1		%	78.9		%	58.0		%	66.7		%

General Insurance:

Underwriting result or income/ loss is a non-GAAP financial measure. Income or loss for each of the business segments is measured by underwriting income or loss. Underwriting income or loss is the excess of net earned premiums over the underwriting expenses. Underwriting expenses are the sum of losses and loss adjustment expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.

Adjusted losses and loss adjustment expenses is a non-GAAP financial measure. It is the sum of current accident year losses, catastrophe losses and prior year reserve strengthening/(releases) post LPT years. Adjusted losses and loss adjustment expenses excludes the change in the deferred gain on retroactive reinsurance contracts and represents the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing business.

Adjusted underwriting income or loss is a non-GAAP financial measure. It is the underwriting profit or loss adjusted for the change in deferred gain on retroactive reinsurance contracts in order to economically match the loss recoveries under the ADC/LPT contracts with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. Adjusted underwriting income or loss also excludes certain costs related to the LPT contract with Enstar that closed in the second quarter of 2022. Adjusted underwriting income represents the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing portfolio.

Along with most property and casualty insurance companies, we use the loss ratio, the expense ratio and the combined ratio as measures of underwriting performance. These ratios are relative measurements that describe, for every $100 of net earned premiums, the amount of losses and loss adjustment expenses, and the amount of other underwriting expenses that would be incurred. A combined ratio of less than 100 indicates an underwriting profit and a combined ratio of over 100 indicates an underwriting loss.

Combined ratio is the sum of the loss ratio and expense ratio. The loss ratio is calculated by dividing losses and loss adjustment expenses by net earned premiums. The expense ratio is calculated by dividing the sum of acquisition costs and general and administrative expenses, by net earned premiums.

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Adjusted combined ratio is a non-GAAP financial measure. It is the sum of the adjusted loss ratio and the expense ratio. The adjusted loss ratio is calculated by dividing the adjusted losses and loss adjustment expenses by net earned premiums. The expense ratio is calculated by dividing the sum of acquisition costs and general and administrative expenses, by net earned premium.

Combined ratios differ from U.S. statutory combined ratios primarily due to the deferral of certain third-party acquisition expenses for GAAP reporting purposes and the use of net earned premiums rather than net written premiums in the denominator when calculating the acquisition cost and the general and administrative expense ratios.

Adjusted Combined Ratio	Twelve Months Ended December 31,
(in US$ millions except where stated)	2023			2022			2021
Net earned premium	$	2,614.5		$	2,688.7		$	2,410.5
Current accident year net losses and loss expenses	1,372.1			1,345.1			1,321.5
Catastrophe losses	120.1			306.8			326.7
Prior year reserve development, post LPT years	32.3			13.0			(13.2)
Adjusted losses and loss adjustment expenses	1,524.5			1,664.9			1,635.0
Impact of the LPT	28.5			15.1			58.3
Losses and loss adjustment expenses	1,553.0			1,680.0			1,693.3
Acquisition costs	380.2			431.8			414.1
General and administrative expenses	354.5			386.5			333.1
Underwriting expenses	$	2,287.7		$	2,498.3		$	2,440.5
Underwriting income/(loss)	$	326.8		$	190.4		$	(30.0)
Combined ratio	87.5		%	93.0		%	101.2		%
Adjusted underwriting income (1)	$	355.3		$	205.5		$	28.3
Adjusted combined ratio (1)	86.4		%	92.4		%	98.8		%

____________

(1) The adjusted underwriting income and adjusted combined ratio remove the impact of the change in deferred gain on retroactive reinsurance contracts in order to match the loss recoveries under the LPT/ADC contracts with the underlying loss development of the assumed net loss reserves for the subject business of 2019 and prior accident years. The adjusted underwriting income and adjusted combined ratio represent the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing portfolio.

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Item 6.        Directors, Senior Management and Employees

A. Directors and Executive Officers

The following are the directors and executive officers (as contemplated by SEC rules and regulations) of the Company as of the date of this report.

Name	Position with the Company	Date Appointed to Role
Directors
Mark Cloutier	Director, Executive Chair, Group Chief Executive Officer	February 2019
David Altmaier *	Director, Member of the Risk, Audit and Conflicts Committees	March 2023
Albert J. Beer *	Director, Chair of the Conflicts Committee, Member of Audit, Investment and Risk Committees	July 2019(1)
Theresa Froehlich *	Director, Chair of Risk Committee	June 2020
Alexander Humphreys ^	Director, Member of Risk Committee	February 2019
Richard Lightowler *	Director, Chair of Audit Committee, Member of Conflicts Committee	December 2020
Gernot Lohr ^	Director	February 2019
Tammy L. Richardson-Augustus *	Director, Chair of Investment Committee	March 2021
Michael Saffer ^	Director, Member of Risk and Investment Committees	February 2019
Executive Officers
Mark Cloutier	Director, Executive Chair and Group Chief Executive Officer	February 2019
David Amaro	Group General Counsel & Company Secretary	January 2023
Christopher Coleman	Group Chief Financial Officer	October 2021
Christian Dunleavy	Group Chief Underwriting Officer	January 2022
Bruce Eisler	Chief Underwriting Officer - Insurance	June 2020
Rob Houghton	Group Chief Operating Officer	January 2022
Aileen Mathieson	Group Chief Investment Officer	November 2021
Mark Pickering	Group Chief Capital Management Officer & Group Treasurer	September 2015
Brian Tobben	Chief Executive Officer of Aspen Capital Partners	May 2021
John Welch	Chief Underwriting Officer - Reinsurance	June 2023
(1) Mr. Beer previously served as a Director of the Company from February 4, 2011 until February 15, 2019. * Independent, Non-Executive Director ^ Non-Executive Director

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Biographical information

Directors:

•Mark Cloutier, Executive Chair & Group Chief Executive Officer

Mark Cloutier was appointed Executive Chair and Group Chief Executive Officer of Aspen in February 2019. He had previously been Executive Chairman of the Brit Group, a Lloyd's of London insurer, since January 2017 and prior to this, he was Chief Executive Officer of the Brit Group from October 2011 following its acquisition by Apollo and certain other private equity firms. As Chief Executive Officer of the Brit Group, Mr. Cloutier led a major restructuring of Brit’s global business, the successful listing on the London Stock Exchange through an initial public offering in 2014 as well as the subsequent acquisition of the business by Fairfax Financial Holdings in 2015.

With over 35 years' experience working in the international insurance and reinsurance sector in multiple jurisdictions including Canada, the United States, the United Kingdom, Bermuda, continental Europe, Asia, China and South Africa, Mr. Cloutier has held a number of senior executive positions, including Chief Executive Officer of the Alea Group, Chief Executive Officer of Overseas Partners Re and President of E.W. Blanch Insurance Services Inc. He served as a member of the Franchise Board and Audit Committee of the Society of Lloyd's between February 2015 and June 2020 and was appointed to the Nomination and Governance Committee in February 2017.

He currently serves on the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science in New York and was appointed Deputy Chair of the Association of Bermuda Insurers and Reinsurers (ABIR) in December 2023.

Mr. Cloutier has worked with a variety of private equity investors including Apollo Management International LLP, CVC Capital Partners, Kohlberg Kravis Roberts & Co. L.P. and Fortress Investment Group LLC. He started his career in British Columbia, Canada with Brouwer and company independent loss adjusters before moving on to found his own firm, Maxwell Cloutier Adjusters Ltd.

•David Altmaier, Independent Director and Member of the Risk, Audit and Conflicts Committees

David Altmaier was appointed to the Board in March 2023. Since March 2023, Mr. Altmaier has worked as a consultant at The Southern Group, a full-service lobbying firm. Prior to joining The Southern Group, Mr. Altmaier was the Commissioner of Insurance for the State of Florida from 2016 to 2022. In this role, Mr. Altmaier led the Office of Insurance Regulation (the “OIR”) and worked to cultivate a market in Florida in which insurance products are reliable, available, and affordable. He started at the OIR in 2008, serving in a number of increasingly senior roles, including as Director of Property & Casualty Financial Oversight and, prior to assuming the role of Commissioner, as Deputy Commissioner of Property and Casualty Insurance.

Among other market leadership roles, Mr. Altmaier is a member of Florida’s Blockchain Task Force and, during the COVID-19 pandemic, was selected as a member of Florida’s Re-Open Florida Task Force Industry Working Group on Agriculture, Finance, Government, Healthcare, Management and Professional Services.

Mr. Altmaier has also held multiple leadership positions within The National Association of Insurance Commissioners, most recently as President.

•Albert J. Beer, Independent Director, Chair of the Conflicts Committee and Member of Audit, Investment and Risk Committees

Mr. Beer was appointed to the Board in July 2019 after having previously served on the Board from February 2011 to February 2019. Since July 2014, he has also served as a director of Aspen Bermuda Limited. Mr. Beer previously held various executive roles at American Re-Insurance Corporation/Munich Re America, which included the active supervision of principal financial and accounting officers. Mr. Beer has over 40 years of actuarial and management experience in the insurance industry.

Mr. Beer is the Michael J. Kevany/XL Professor of Risk Management, Insurance and Actuarial Science at The Peter J. Tobin College of Business School of Risk Management, Insurance and Actuarial Science at St. John’s University. Mr. Beer graduated Phi Beta Kappa from Manhattan College with a B.S. in Mathematics and holds an M.A. in Mathematics from the University of Colorado.

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•Theresa Froehlich, Independent Director, Chair of the Risk Committee

Ms. Froehlich was appointed to the Board in June 2020. She has over 25 years of management experience in the financial services industry. From 2010 to 2016, Ms. Froehlich held senior roles at Lloyd’s of London, including interim director of performance management, where she was responsible for all commercial aspects of oversight of the marketplace and setting underwriting standards, and also head of underwriting performance. Prior to working at Lloyd’s of London, she worked in Zurich as a Managing Director for Swiss Reinsurance Company Ltd., holding various senior management roles which included portfolio management of structured reinsurance products, driving transformation and strategic initiatives and serving as the Head of Transactions UK at Admin Re.

She currently serves as a Non-executive Director of Aegon U.K. PLC and other companies in that group and has served as a Non-executive Director and Chair of the Audit Committee of Managing Agency Partners Ltd since 2017. From 2017 to 2020, Ms. Froehlich served as a Non-executive Director of Starr International Europe Limited and Starr Managing Agents Limited, where she chaired the Remuneration Committee and was a member of the Audit and Risk and Capital Committees. In addition, Ms. Froehlich has served as the Chair of Aspen Insurance U.K. Limited since November 2019 and as a Non-executive Director of Aspen Managing Agency Limited, where she chaired the Risk Management Committee from November 2019 to June 2022 and the Board since November 2021. Ms. Froehlich started her career as a commercial solicitor in Scotland before moving into mergers and acquisitions and structured finance.

•Alexander Humphreys, Director and Member of the Risk Committee

Mr. Humphreys was appointed to the Board in February 2019. Mr. Humphreys is a Partner at Apollo, which he joined in 2008. Prior to this, Mr. Humphreys worked at Goldman Sachs & Co. LLC on its financial institutions mergers and acquisitions team. Mr. Humphreys also currently serves on the boards of various Apollo portfolio companies, including Athora Holding, Ltd, Catalina Holdings (Bermuda) Ltd., and Miller Homes. He previously served on the board of directors of HD Finance Holdings Limited (parent of Haydock Finance Holdings Limited), Latecoere S.A., Seguradoras Unidas S.A. (parent of Tranquilidade), Luminescence Cooperatief U.A., and Amissima Holdings, S.r.l.

•Richard Lightowler, Independent Director, Chair of the Audit Committee and Member of the Conflicts Committee

Mr. Lightowler was appointed to the Board in December 2020. Mr. Lightowler has over 25 years’ experience in financial services public accounting focused on reinsurance and insurance clients, including non-life and life, primary and reinsurance, run off as well as specialized risk vehicles. He was a Partner at KPMG from 1998 to 2016, where he spent over 16 years serving as global lead audit partner for reinsurance groups listed on the New York and London Stock Exchanges. Mr. Lightowler also served as Head of the KPMG Bermuda Insurance Practice.

Mr. Lightowler has significant private and public equity and debt offering experience and has worked on many cross-border mergers and acquisitions. Mr. Lightowler is currently a Non-Executive Director of Phoenix Re Limited, Hansa Investment Company Limited, Geneva Re Limited and Oakley Capital Investments Limited.

•Gernot Lohr, Director

Mr. Lohr was appointed to the Board in February 2019. Mr. Lohr joined Apollo in May 2007, where he is a Partner and Co-Chair of the Global Financial Institutions Group. Prior to joining Apollo, Mr. Lohr was a founding partner at Infinity Point LLC, Apollo’s joint venture partner for the financial services industry, since 2005.

Before that time, Mr. Lohr spent eight years in financial services investment banking at Goldman Sachs & Co. LLC in New York and also worked at McKinsey & Company and B. Metzler Corporate Finance in Frankfurt.

Currently, Mr. Lohr serves on the board of directors of Athora Holding, Ltd. and Catalina Holdings. Mr. Lohr has previously served on the board of directors of Oldenburgische Landesbank, Seguradoras Unidas, S.A. (f/k/a Companhia de Seguros Tranquilidade, S.A.), Amissima Vita S.p.A., Amissima Assicurazioni S.p.A., Nova Kreditna banka Maribor d.d. and KBS Banka d.d.

Mr. Lohr has a joint Master’s Degree in Economics and Engineering from the University of Karlsruhe, Germany, and he received a Masters of Business Administration from the MIT Sloan School of Management.

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•Tammy L. Richardson-Augustus, Independent Director and Chair of the Investment Committee

Ms. Richardson-Augustus was appointed to the Board in March 2021. Ms. Richardson-Augustus has 25 years of legal experience and since 2007 has been a partner and a member of the Bermuda corporate department of Appleby, a leading global provider of offshore legal and fiduciary services. Ms. Richardson-Augustus provides transactional and corporate governance advice to corporate clients (including but not limited to developing a framework of prudent and effective policies for board committees). Ms. Richardson-Augustus maintains a diversified business transactions practice, with emphasis on domestic and international mergers and acquisitions, joint ventures, capital markets and securities, secured and unsecured lending transactions and general corporate governance matters. She has extensive experience working with clients in a wide range of industries, including in energy, oil and gas exploration, and maritime shipping. Ms. Richardson-Augustus currently serves on numerous boards including on the regulatory board (Bermuda Monetary Authority), statutory board (Bermuda Deposit Insurance Corporation) and on the board of Polaris (a company listed on the Bermuda Stock Exchange) and is a member of the Bermuda Bar Association and is a justice of the peace.

•Michael Saffer, Director and Member of the Risk and Investment Committees

Mr. Saffer was appointed to the Board in February 2019. Mr. Saffer joined Apollo in 2015, where he is a Principal in the London Private Equity team. Prior to joining Apollo, he was a member of the mergers & acquisitions group at Credit Suisse in London. Mr. Saffer has been involved in various private equity transactions including the acquisition of Oldenburgische Landesbank (formerly known as Bremer Kreditbank AG), Catalina Holdings (Bermuda) Ltd., Aspen Insurance Holdings Limited, Lottomatica S.p.A. (f/k/a Gamenet Group S.p.A.) and Covis Group S.a r.l. by investment funds affiliated with Apollo. He also serves on the board of directors of Lottomatica S.p.A. (f/k/a Gamenet Group S.p.A.).

Mr. Saffer graduated from the University of Nottingham with a BSc in Economics.

Senior Management

•Mark Cloutier, Group Chief Executive Officer and Executive Chairman of the Board

See Mr. Cloutier’s Biographical Information under Directors above.

•David Amaro, Group General Counsel & Company Secretary

Mr. Amaro was appointed as Group General Counsel & Company Secretary in January 2023. He joined Aspen in July 2021 as General Counsel of Aspen Bermuda and assumed the role of Group Head of Legal & Company Secretary as of January 2022. Before joining Aspen, Mr. Amaro spent seven years with Hamilton Insurance Group and Hamilton Re, most recently, until June 2021 as Vice President and Associate General Counsel for Hamilton Re. Prior to that, he was an in-house solicitor with Ark Syndicate Management in London, having previously completed his training contract at Clyde & Co LLP’s London office. Mr. Amaro is a member of the Group Executive Committee and the Executive Committee of Aspen Bermuda.

Mr. Amaro is a member in good standing of the Bermuda Bar Association and the Law Society of England & Wales.

•Christopher Coleman, Group Chief Financial Officer

Christopher (Chris) Coleman was appointed Group Chief Financial Officer in October 2021. Mr. Coleman was most recently Chief Financial Officer of Third Point Re until its merger with Sirius Group. Mr. Coleman has strong transaction and capital markets experience, including the acquisition of Sirius Group by Third Point Re, Third Point Re’s IPO as well as having had key roles in a number of other merger, debt and equity transactions during his career. Mr. Coleman also served as CFO of Alterra Bermuda Limited, was Chief Accounting Officer for Harbor Point Limited and held a senior audit manager role with PwC.

•Christian Dunleavy, Group Chief Underwriting Officer

Christian Dunleavy was appointed Group Chief Underwriting Officer in January 2022. He serves as a director of Aspen Bermuda. Mr. Dunleavy also previously served as Chief Underwriting Officer of Aspen Re and Chief Executive Officer and Chief Underwriting Officer of Aspen Bermuda.

Mr. Dunleavy joined Aspen in 2015 as Head of Global Property Catastrophe. He had previously been at Axis Re where he was a Senior Vice President, responsible for U.S. Property Treaty, Caribbean Property and Workers Compensation Catastrophe business. Mr. Dunleavy is a Director of the Association of Bermuda International Companies, Association of Bermuda Insurers and Reinsurers and an Independent Director of CG Insurance Group.

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•Bruce Eisler, Chief Underwriting Officer, Insurance

Bruce Eisler was appointed Chief Executive Officer U.S. and Chief Underwriting Officer, Insurance in June 2020. Mr. Eisler has held various senior level roles with Reliance National, ACE USA and Liberty International Underwriters — part of Liberty Mutual Group — where he was the Senior Vice President of Professional Liability Underwriting before joining Aspen in January 2010.

•Rob Houghton, Group Chief Operating Officer

Rob Houghton joined Aspen as Group Chief Operating Officer in January 2022. In his role, he oversees Aspen’s group operations and IT strategy. Mr. Houghton joined from MS Amlin, where he was Group Chief Operating Officer and, more recently, MS Amlin Business Services’ Chief Executive Officer. He has more than 20 years of operations, IT and transformation experience across a range of sectors, including strong insurance experience.

Mr. Houghton has lived and operated on a global basis with recent experience across North America and Europe.

•Aileen Mathieson, Group Chief Investment Officer

Aileen Mathieson joined Aspen in November 2021, as the Group Chief Investment Officer and is based in the London office. She brings more than 15 years of investment and financial experience, and previously served at Aberdeen Standard Investments where she was Global Head of Insurance.

Prior to this, Ms. Mathieson was Chief Investment Officer, UK Life for Zurich and during her career also held senior finance roles at Nucleus Financial Group plc, Standard Life Group, Diageo plc and EMI Music. Ms. Mathieson started her career at KPMG.

•Mark Pickering, Group Chief Capital Management Officer & Group Treasurer

Mark Pickering has over 20 years of experience in the (re)insurance industry, having joined Aspen in September 2015. He was appointed as Group Treasurer in September 2015 and subsequently also appointed as Group Chief Capital Management Officer in 2021. In addition, he also assumed the role of Chief Executive Officer of Aspen Bermuda Limited in January 2022. Mr. Pickering is also a Director of Aspen Bermuda Limited and previously held the role of Chief Financial Officer of Aspen Bermuda Limited.

Prior to joining Aspen, Mr. Pickering was Senior Vice President, Treasurer with Platinum Underwriters Holdings, Ltd. from 2006 to 2015. Mr. Pickering is a Chartered Financial Analyst, Chartered Professional Accountant (Chartered Accountant) and also an Associate in Reinsurance.

•Brian Tobben, Chief Executive Officer, Aspen Capital Partners

Mr. Tobben was appointed Chief Executive Officer of Aspen Capital Partners in June 2021. Prior to this, he served as the Chief Executive Officer for Aspen Capital Markets. Before joining Aspen, Mr. Tobben was at Partner Reinsurance for almost 10 years, most recently as Head of Insurance Linked Securities where he managed a portfolio of catastrophe ILS, life ILS, weather and commodity investments. Prior to his time at Partner Reinsurance, Mr. Tobben was at Aquila Energy where he held a number of roles, including Vice President, Business Development, Weather.

•John Welch, Chief Underwriting Officer - Reinsurance

Mr. Welch was appointed Chief Underwriting Officer. Reinsurance in June 2023. Mr. Welch has over 30 years of global experience in reinsurance and insurance, including executive roles across global companies. Most recently, from January 2020 to August 2022, Mr. Welch was Chief Executive, Domestic Markets at AXA XL Re, where he led local reinsurance underwriting teams around the world. Mr. Welch previously held a number of senior roles at AXA XL, XL Catlin Group and XL Group.

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B. Compensation

Director Compensation

The Company paid approximately $1.4 million as aggregate compensation to non-executive directors for their services to the Company during 2023. In the case of Albert Beer and Theresa Froehlich, this also includes fees paid for their services as directors of certain of the Company’s subsidiaries.

Mr. Cloutier, our Group Chief Executive Officer and Executive Chairman of the Board, did not receive any compensation for his services as a director in 2023. Likewise, Messrs. Humphreys, Lohr, and Saffer did not receive any compensation for their services as a director. All directors are reimbursed for travel and other related expenses incurred while attending Board meetings.

Senior Management Compensation

During 2023, the members of senior management identified in Item 6A (including Mr. Cloutier) received approximately $20.6 million in aggregate compensation. This is comprised of: (i) base salary of approximately $5.9 million; (ii) discretionary bonuses, which include annual bonuses paid in 2024 for service during 2023 of approximately $12.4 million; and (iii) pension, retirement, and other benefits of approximately $2.3 million.

There are currently no equity compensation plans under which equity securities of the Company are authorized for issuance.

C. Board Practices

The Board currently consists of 9 directors (see Item 6A above). The current directors on the Board have been elected to serve until the next Annual General Meeting of the Company or until their appointment is terminated in accordance with the Bye-Laws of the Company.

There are no service contracts between the Company and any of the Company’s non-executive directors providing for benefits upon termination of their service.

Audit Committee

The Audit Committee is comprised of Messrs. Lightowler (Chair), Beer and Altmaier, each of whom is independent for purposes of the NYSE rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Pursuant to its charter, the Audit Committee has general responsibility to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements, including the accounting and financial reporting process of the Company and audits of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements, as well as conflict of interest matters (to the extent not within the remit of the Conflicts Committee); (iii) the independent auditors’ qualifications, performance and independence; and (iv) the performance of the Company’s internal audit function. Among other things, the Audit Committee annually reviews and makes recommendations to the Board as to their selection and reviews the plan, fees (as otherwise determined by management) and results of the audit of the independent auditors, as well as the fees (as otherwise determined by management) and proposed scope of any non-audit services to be provided by the independent auditor. Such matters may be considered pursuant to the terms of the pre-approval policy adopted by the Board. The Audit Committee also is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors (including resolution of disagreements between management and the auditor regarding financial reporting), and the Company’s independent auditors must report directly to the Audit Committee.

The Board determined that each of the members of the Audit Committee are financially literate as such term is defined by applicable NYSE and SEC requirements. In addition, the Board has determined that Mr. Lightowler qualifies as having accounting or related financial management expertise pursuant to NYSE requirements and is an “audit committee financial expert” pursuant to the rules and regulations of the SEC.

Other Standing Committees

The Board currently has a Risk Committee, Investment Committee and a Conflicts Committees. The Board is not required to have a remuneration or compensation committee. Notwithstanding the foregoing, the Board has established a Compensation Committee and a Nominating and Governance Committee, each of which will formally take effect upon completion of the proposed Initial Public Offering. See “Item 4B - Business Overview - Risk Management” for more information regarding these committees and “Item 16G – Corporate Governance” for a summary of ways in which our corporate governance practices differ from those followed by U.S. domestic companies listed on the NYSE.

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D. Employees

As at December 31, 2023, we employed 1,053 persons in the following countries:

Country	As at December 31, 2023	As at December 31, 2022	December 31, 2021
United Kingdom	524	459	440
United States	426	391	377
Bermuda	70	57	57
Switzerland	20	21	17
Singapore	13	14	15
Australia	—	4	4
Total	1,053	946	910

The increase in the number of employees in 2023 compared to 2022 was primarily in the United Kingdom and the United States. We believe that relations with our employees, none of which are subject to collective bargaining agreements, are good.

E. Share Ownership

Not applicable. 100% of the Company’s ordinary shares are owned by Parent and there are no other ordinary shares or classes of ordinary shares issued and no share-based compensation plans issued or administered by Aspen Holdings as of December 31, 2023. The Company’s non-voting preference shares and depositary shares are listed on the NYSE under the following symbols: AHL PRC, AHL PRD and AHL PRE.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

Item 7.         Major Shareholders and Related Party Transactions

A. Major Shareholders

As more fully described in Item 18, Note 1 to our consolidated financial statements, “History and Organization,” Parent owns 100% of the Company’s ordinary shares. Parent is an affiliate of certain investment funds managed by affiliates of Apollo.

B. Related Party Transactions

Relationships and Related Party Transactions with Apollo or its Affiliates

Parent, an affiliate of certain investment funds managed by Apollo, owns all of the Company’s ordinary voting shares. Additionally, certain of our directors are employees of Apollo and its affiliates. Namely, Messrs. Humphreys, Lohr, and Saffer are employees of Apollo.

For a disclosure of other related party transactions, refer to Item 18, Note 20 of our consolidated financial accounts, “Related Party Transactions.”

C. Interests of Experts and Counsel

    Not applicable.

Item 8.        Financial Information

A. Consolidated Statements and Other Financial Information

Reference is made to Item 18 of this report, for the consolidated financial statements and reports of the Company and the Notes thereto, as well as the schedules to the consolidated financial statements.

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The Company’s dividend approach is to declare and pay any dividends on our ordinary shares at the discretion of the Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, including restrictions under any of our then outstanding indebtedness, the terms of our Preference Shares (as defined below) and such other factors as the Board may deem relevant. If we elect to pay dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

At the Board’s discretion, we declare and pay quarterly dividends on our Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares (NYSE:AHL PRC) (“AHL PRC Shares”), our 5.625% Perpetual Non-Cumulative Preference Shares (NYSE: AHL PRD) (“AHL PRD Shares”) and our 5.625% Perpetual Non-Cumulative Preference Shares (“AHL PRE Shares” and, together with our AHL PRC Shares and our AHL PRD Shares, the “Preference Shares”), which are represented by depositary shares, each representing 1/1000th interest in an AHL PRE Share (NYSE: AHL PRE) (“Depositary Shares”). Such Preference Shares rank senior to our ordinary shares with respect to the payment of dividends and distributions of assets upon our liquidation, dissolution or winding-up. During the twelve months ended December 31, 2023, we paid aggregate dividends of $21.7 million, $14.1 million and $14.1 million on our AHL PRC Shares, AHL PRD Shares and AHL PRE Shares, respectively. The terms of our Preference Shares contain restrictions on our ability to pay dividends to holders of our ordinary shares.

Additionally, during the twelve months ended December 31, 2023, we paid aggregate dividends of $40.3 million on our ordinary shares to Highlands Bermuda Holdco, Ltd., the holder of all of our ordinary shares.

B. Significant Changes

None.

Item 9.        The Offer and Listing

A. Offer and Listing Details

The Company’s preference shares and depositary shares are listed on the NYSE under the following symbols: AHL PRC, AHL PRD and AHL PRE.

B. Plan of Distribution

Not applicable.

C. Markets

The Company’s preference shares and the depositary shares are listed and traded on the NYSE. The AHL PRC Shares began trading on May 7, 2013. The AHL PRD Shares began trading on September 21, 2016, and the Depositary Shares, began trading on August 13, 2019.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10.        Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The information required by this section, including a summary of certain key provisions of the Company’s Memorandum of Association and Amended and Restated Bye-laws were included in our Form S-3 (Registration No. 333-231937) filed with the

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SEC on June 4, 2019 (the “Registration Statement”), which summary is incorporated herein by reference. Our Memorandum of Association was filed as Exhibit 3.1 to a Form 6-K filed with the SEC on July 29, 2019, which Form 6-K was incorporated by reference into the Registration Statement. Our Amended and Restated Bye-laws were filed as Exhibit 3.4 to the Registration Statement.

C. Material Contracts

Management Consulting Agreement with Apollo Management

In March 2019, the Company entered into a Management Consulting Agreement (the “Management Consulting Agreement”), by and between the Company and Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo Management”). Pursuant to the Management Consulting Agreement, Apollo Management will provide the Aspen Group with management consulting and advisory services related to the business and affairs of the Aspen Group and Aspen will pay to Apollo Management in consideration for its services under the Management Consulting Agreement an annual management consulting fee equal to the greater of (i) 1% of the consolidated net income of the Aspen Group for the applicable fiscal year, and (ii) $5 million.

For more information about the Management Consulting Agreement, refer to Note 20 to the consolidated financial statements, “Related Party Transactions” in Item 18 of this report.

Information Technology Outsourcing Agreement:

In August 2018, Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services Inc. and Aspen Bermuda entered into an Outsourcing Agreement (the “Original IT Outsourcing Agreement”) with Cognizant Worldwide Limited, a company registered in England (“Cognizant”). Pursuant to the Original IT Outsourcing Agreement, Cognizant provided the Company with information technology services to enable us to deliver greater operating effectiveness and efficiencies. The Original IT Outsourcing Agreement became effective in August 2018 and had an initial term period of five years beginning in October 2018. The Company had the right to extend the Original IT Outsourcing Agreement for an additional two year term.

In December 2020, Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services Inc. and Aspen Bermuda entered into a new Outsourcing Agreement (the “IT Outsourcing Agreement”) with Cognizant, which replaced and superseded the Original IT Outsourcing Agreement and significantly reduced the information technology services provided thereunder. The IT Outsourcing Agreement became effective in December 2020 and has an initial term of four years. The Company has the right to extend the IT Outsourcing Agreement for an additional two-year term.

In 2023, the Company paid Cognizant approximately $11.5 million (2022 — $10.5 million, 2021 — $11.6 million) for services rendered under the Original IT Outsourcing Agreement.

The IT Outsourcing Agreement contains customary representations and warranties and indemnity, termination and default provisions. We may terminate the IT Outsourcing Agreement for any reason by providing ninety days’ prior written notice. In addition, we may terminate the IT Outsourcing Agreement on shorter notice as a result of, among other things, a material breach if not cured within a specified time, insolvency, persistent breaches, failure to meet key milestones, a material adverse change (as defined in the IT Outsourcing Agreement) occurs in relation to Cognizant or particular circumstances constituting a change in control.

Business Process Outsourcing Agreement:

In March 2023, Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services, Inc. and Aspen Bermuda entered into an Amended and Restated Outsourcing Agreement (as amended, the “BPO Outsourcing Agreement”) with Genpact (UK) Limited, a company incorporated in England, United Kingdom (“Genpact”). Pursuant to the agreement, Genpact will provide us with a range of operational business processes, primarily from their offshore service center in Gurugram, India, to enable us to deliver greater operating effectiveness and efficiencies. Under the BPO Outsourcing Agreement, Genpact provides a range of operational services across core and support functions, including, but not limited to, Insurance and Reinsurance, Finance, Actuarial and Compliance. The BPO Outsourcing Agreement has minimum service levels that Genpact must meet or exceed.

The BPO Outsourcing Agreement became effective in March 2023 and was amended in January 2024. The BPO Outsourcing Agreement has an initial term period of three years. We have the right to extend the BPO Outsourcing Agreement for three additional one year terms. This agreement extended the relationship with Genpact that was contracted in the 2018 agreement for a five year period.

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Under the terms of the BPO Outsourcing Agreement, Genpact will provide support function services to the Company. The compensation structure under the BPO Outsourcing Agreement includes a combination of fixed and variable fees which may fluctuate, as set forth in the BPO Outsourcing Agreement, based on our actual use of Genpact’s services. In 2023, the Company paid Genpact approximately $10.8 million (2022 — $8.5 million, 2021 — $9.1 million) for services rendered under the BPO Outsourcing Agreement. Additionally, we have the right to periodically compare the charges under the BPO Outsourcing Agreement to the market prices for comparable services, commencing in March 2024.

The BPO Outsourcing Agreement contains customary representations and warranties and indemnity, termination and default provisions. We may terminate the BPO Outsourcing Agreement for any reason by providing ninety (90) days’ prior written notice. In addition, we may terminate the BPO Outsourcing Agreement as a result of, among other things, a material breach if not cured within a specified time, persistent breaches, insolvency, change of control, failure to meet key milestones or a material adverse change as defined in the BPO Outsourcing Agreement.

IT Infrastructure Outsourcing Agreement

In June 2022, Aspen Insurance UK Services Limited entered into a Master Services Agreement: ITO Services (the “IT Infrastructure Outsourcing Agreement”) with Mindtree Limited, a company incorporated in India (“LTIMindtree”). Pursuant to the IT Infrastructure Outsourcing Agreement, LTIMindtree will provide us with a range of IT infrastructure and cybersecurity-related services, including, but not limited to, in relation to network services, database service, cybersecurity management and protection and cloud-related services. Such services will be provided primarily from their offshore service center in Bangalore, India, to enable us to deliver greater operating effectiveness and efficiencies.

The IT Infrastructure Outsourcing Agreement became effective in June 2022 and has an initial term period of three years. We have the right to extend the initial term on the IT Infrastructure Outsourcing Agreement by up to two further periods of one year from the expiry of the initial term, by giving written notice to the service provider at least ninety (90) days prior to the expiry of the initial term or an extension period, as applicable.

The IT Infrastructure Outsourcing Agreement has minimum service levels that LTIMindtree must meet or exceed. The compensation structure under the IT Infrastructure Outsourcing Agreement includes a combination of fixed and variable fees which are both applicable and may fluctuate based on our actual use of LTIMindtree’s services, as set forth in the IT Infrastructure Outsourcing Agreement. In 2023, the Company paid LTIMindtree $5.7 million, (2022 — $1.0 million approximately) for services rendered under the IT Infrastructure Outsourcing Agreement.

The IT Infrastructure Outsourcing Agreement contains customary representations and warranties and indemnity, termination and default provisions. We may terminate the IT Infrastructure Outsourcing Agreement for any reason by providing three months’ prior written notice and by paying for (i) the services satisfactorily performed and accepted by Aspen up to the effective date of such termination and (ii) any other pre-agreed termination charges ranging from $0 to $750,000, depending on the circumstances. In addition, we may terminate the IT Infrastructure Outsourcing Agreement as a result of, among other things, a material breach if not cured within a specified time, persistent breaches, insolvency, change of control, failure to meet key milestones or material adverse change as defined in the IT Infrastructure Outsourcing Agreement.

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Loss Portfolio Transfer (“LPT”) Agreement:

In January 2022, Aspen Holdings and certain of its subsidiaries entered into an Amended and Restated Reinsurance Agreement with a subsidiary of Enstar, which we refer to as the LPT, which amended and restated the Original Agreement. The transaction successfully closed in May 2022.

Under the terms of the LPT, Enstar’s subsidiary will reinsure net losses incurred on or prior to December 31, 2019 on all of the Company’s net loss reserves of $3,120.0 million as of September 30, 2021. The LPT provides for a limit of $3,570.0 million in consideration for a premium of $3,160.0 million. The amount of net loss reserves ceded, as well as the premium and limit amounts provided under the LPT, will be adjusted for claims paid between October 1, 2021 and the closing date of the transaction. The premium includes $770 million of premium previously paid with respect to reserves ceded under the Original Agreement, which will continue to be held in trust accounts to secure the Enstar subsidiary’s obligations under the LPT. The incremental new premium will initially be held in funds withheld accounts in their original currencies maintained by the Company but will be released to the trust accounts maintained by the Enstar subsidiary no later than September 30, 2025. The funds withheld by the Company will be credited with interest at an annual rate of 1.75% plus, for periods after October 1, 2022, an additional amount equal to 50% of the amount by which the total return on the Company’s investments and cash and cash equivalents exceeds 1.75%. Under the LPT, the Enstar subsidiary has assumed claims control, pursuant to the provisions of an administrative services agreement subsequently entered into between the parties in June 2022.

2026 Term Loan

On July 26, 2023, the Company entered into a $300.0 million term loan facility at a borrowing rate of term SOFR plus an applicable margin (ranging from 1.13% to 1.75% based on the Company’s credit ratings and 1.38% as of December 31, 2023) and a SOFR adjustment of 0.10% pursuant to the Term Loan Credit Agreement. On November 9, 2023, the Company drew down $300.0 million on the 2026 Term Loan due November 9, 2026 and the proceeds were used to redeem the 2023 Senior Notes. Subject to applicable law, the 2026 Term Loan will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. Under the Term Loan Credit Agreement, the Company must not permit (a) consolidated tangible net worth as at the last day of each fiscal quarter of the Company to be less than the sum of (i) $2,019,600,000, (ii) 25% of consolidated net income during the period from January 1, 2021 to and including such last day of such fiscal quarter (if positive) and (iii) 25% of the aggregate net cash proceeds of all issuances by the Company of shares of its capital stock during the period from January 1, 2021 to and including such last day of such fiscal quarter, but excluding (x) any amount included in the Company’s accumulated other comprehensive income or loss related to unrealized gains or losses on available for sale securities and (y) during the period from January 1, 2022, any amount included in net unrealized investment gains or losses, related to unrealized gains or losses on trading securities, (b) the ratio of its total consolidated debt to the sum of such debt plus our consolidated tangible net worth to exceed 35% as at the last day of any fiscal quarter of the Company or (c) any material insurance subsidiary to have a financial strength rating of less than “B++” from A.M. Best. The Credit Agreement contains other customary affirmative and negative covenants, including (subject to various exceptions) restrictions on the ability of the Company and its subsidiaries to incur indebtedness, create or permit liens on their assets, engage in mergers or consolidations, dispose of assets, pay dividends or other distributions, purchase or redeem the Company’s equity securities, make investments and enter into transactions with affiliates. In addition, the Term Loan Credit Agreement has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control and cross-default to other debt agreements.

D. Exchange Controls

Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 (as amended), and the Exchange Control Act 1972, and related regulations of Bermuda that regulate the sale of securities in Bermuda. In addition, specific permission is required from the BMA, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA in its policy dated June 1, 2005 provides that where any equity securities of a Bermuda company are listed on an appointed stock exchange (the NYSE is such an exchange), general permission is given for the issue and subsequent transfer of any securities of the company from and/or to a non-resident of Bermuda, for as long as any equity securities of the company remain so listed.

E. Taxation

Bermuda Taxation

Currently, there is no Bermuda income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax, estate or inheritance tax payable by holders of our ordinary shares, other than shareholders ordinarily resident in Bermuda, if

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any. However, on December 27, 2023, Bermuda passed the CIT Act which will become fully operative with respect to the imposition of corporate income tax on January 1, 2025.

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of Bermuda Constituent Entity Groups. Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed. The CIT Act introduces certain “qualified refundable tax credits” which are set to be developed during 2024 to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing and other projects to help develop Bermuda’s workforce. Bermuda will continue to monitor further developments around the world as other jurisdictions address the OECD’s standards. The CIT Act includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the new tax regime and has resulted in the recognition of a deferred tax benefit of $201.1 million in the fourth quarter of 2023.

Pursuant to the Payroll Tax Act 1995 and the Payroll Tax Rates Act 1995 of Bermuda (together, the “Payroll Tax Act”),an employer is required to pay payroll tax on remuneration paid to each employee, up to a maximum of $1 million (no tax liability accrues on sums above $1 million). Liability for payroll tax is calculated by reference to services provided wholly or mainly in Bermuda during four tax periods, being periods of three months commencing on the first day of April, July, October and January. The meaning of “employee” under the Payroll Tax Act includes deemed employees and covers a broad range of employment structures. Subject to certain express exclusions, “remuneration” is also very broadly defined, to capture any benefit of any kind paid to employees or deemed employees, whether in cash or otherwise. This includes, for example, any gain obtained by the exercise, assignment or release of any option awarded under any option plans. Payroll tax is levied on employers and employees separately, with different marginal rates; however, employers are liable to pay the full amount of payroll tax and are permitted to deduct and remit to the Bermuda Tax Commissioner the amount of the employee’s liability from their remuneration.

United States Taxation

The following summary sets forth the material U.S. federal income tax considerations related to the purchase, ownership and disposition of the Company’s preference shares, including the preference shares represented by the depositary shares (collectively, the “Preference Shares”). Unless otherwise stated, this summary deals only with shareholders who are U.S. Persons (as defined below) who purchase Preference Shares. The following discussion is only a discussion of the material U.S. federal income tax matters as described herein and does not purport to address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder in light of such shareholder’s specific circumstances. In addition, the following summary does not address the U.S. federal income tax consequences that may be relevant to special classes of shareholders, such as financial institutions, insurance companies, regulated investment companies, real estate investment trusts, financial asset securitization investment trusts, dealers or traders in securities or currencies, tax-exempt organizations, U.S. expatriates, partnerships or other pass-through entities (or investors in such entities), persons whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, accrual basis taxpayers subject to special tax accounting rules under Section 451(b) of the Code, persons who are 10% U.S. Shareholders, or persons who hold their shares as part of a hedging or conversion transaction or as part of a short-sale or straddle, who may be subject to special rules or treatment under the Code. This discussion is based upon the Code, the Treasury Regulations promulgated thereunder and any relevant administrative rulings or pronouncements or judicial decisions, all as in effect on the date hereof and as currently interpreted, and does not take into account possible changes in such tax laws or interpretations thereof, which may apply retroactively. This discussion does not include any description of the tax laws of any state or local governments within the United States or of any non-U.S. government. Persons owning or considering making an investment in the Preference Shares should consult their own tax advisors concerning the application of the U.S. federal tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction prior to making such investment.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the Preference Shares, the tax treatment of the partners will generally depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. If you are a partner in a partnership owning our shares, you should consult your tax advisor.

For purposes of this discussion, the term “U.S. Person” means a beneficial owner of the Preference Shares that is: (i) an individual citizen or resident of the United States, (ii) a corporation created in or organized under the laws of the United States, or organized under the laws of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, (iv) a trust if either (x) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. Persons have the authority to control all substantial

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decisions of such trust or (y) the trust has a valid election in effect to be treated as a U.S. Person for U.S. federal income tax purposes or (v) any other person or entity that is treated for U.S. federal income tax purposes as if it were one of the foregoing.

Taxation of the Company. Aspen Holdings and its non-U.S. subsidiaries (other than AUL and Aspen UK) intend to manage their business so that they are not treated as engaged in a trade or business within the United States and thus not subject to U.S. federal income tax on their net income. However, because there is considerable uncertainty as to the activities which constitute being engaged in a trade or business within the United States, we cannot be certain that the IRS will not contend successfully that one or more of these companies is engaged in a trade or business in the United States. If any of these companies is considered to be engaged in a trade or business in the United States during a taxable year, it generally will be subject to U.S. federal income tax (including an additional branch profits tax) on its net income that is treated as effectively connected with the conduct of a U.S. trade or business for such year (except to the extent an applicable income tax treaty provides otherwise), in which case its operating results could be materially adversely affected.

Non-U.S. corporations not engaged in a trade or business within the United States are nonetheless subject to United States income tax imposed by withholding on certain “fixed or determinable annual or periodic gains, profits and income” derived from sources within the United States (such as dividends and certain interest on investments), subject to exemption under the Code or reduction by applicable treaties.

The United States also imposes an excise tax on insurance and reinsurance premiums (“FET”) paid to non-U.S. insurers or reinsurers that are not eligible for the benefits of a U.S. income tax treaty that provides for an exemption from the FET with respect to risks (i) of a U.S. entity or individual, located wholly or partially within the United States and (ii) of a non-U.S. entity or individual engaged in a trade or business in the U.S., located within the United States. The rates of tax are 4% for property casualty insurance premiums and 1% for reinsurance premiums.

Treatment of Depositary Shares. A holder of depositary shares evidenced by depositary receipts generally should be treated for U.S. federal income tax purposes as the owner of such holder’s proportionate interest in the Preference Shares held by the depositary (or its custodian) that are represented and evidenced by such depositary receipts and the discussion herein assumes such treatment. Accordingly, any deposit or withdrawal of the Preference Shares by a U.S. Person in exchange for depositary shares generally will not result in the realization of gain or loss to such U.S. Person for U.S. federal income tax purposes.

Taxation of Distributions. Subject to the discussions below relating to the potential application of the CFC, RPII and PFIC rules, and the discussion below relating to redemptions of Preference Shares, cash distributions, if any, made with respect to the Preference Shares will constitute dividends for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits of Aspen Holdings (as computed using U.S. tax principles). To the extent such distributions exceed Aspen Holdings’ earnings and profits, they will be treated first as a return of the U.S. Person’s basis in their shares to the extent thereof, and then as gain from the sale of a capital asset. If, as expected, Aspen Holdings does not compute its earnings and profits under U.S. tax principles, all distributions generally will be treated as dividends for U.S. federal income tax purposes. Dividends paid by us to U.S. Persons who are corporations generally will not be eligible for a dividends received deduction. We believe dividends paid by us on our Preference Shares to non-corporate U.S. Persons should be eligible for reduced rates of taxation as “qualified dividend income” if, as is intended, the Preference Shares remain listed on the NYSE and provided certain requirements, including stock holding period requirements, are satisfied. Qualified dividend income is subject to tax at long-term capital gains rates rather than the higher rates applicable to ordinary income.

Dividends that exceed certain thresholds in relation to a U.S. Person’s tax basis in the Preference Shares could be characterized as “extraordinary dividends” under the Code. A non-corporate U.S. Person of our Preference Shares that receives an extraordinary dividend will be required to treat any losses on the sale of such Preference Shares as long-term capital losses to the extent of the extraordinary dividends such U.S. Person receives that are treated as qualified dividend income.

Classification of Aspen Holdings or Its Non-U.S. Subsidiaries as CFCs. Each 10% U.S. Shareholder of a non-U.S. corporation that is a CFC at any time during a taxable year must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC’s subpart F income and tested income (with various adjustments) with respect to any shares that such 10% U.S. Shareholder owns in such non-U.S. corporation (directly or indirectly through certain entities) on the last day in the non-U.S. corporation’s taxable year on which it is a CFC, even if the subpart F income or tested income is not distributed. A “10% U.S. Shareholder” generally is a U.S. person that owns (directly, indirectly through non-U.S. entities or by attribution by application of the constructive ownership rules of section 958(b) of Code (i.e., “constructively”)) at least 10% of the total combined voting power or value of all classes of stock of a non-U.S. corporation. Subpart F income of a CFC generally includes “foreign personal holding company income” (such as interest, dividends and other types of passive income), as well as insurance and reinsurance income (including underwriting and investment income), and tested income is generally any income of the CFC other than subpart F income and certain other categories of income. An entity treated as a foreign corporation for

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U.S. federal income tax purposes is generally considered a CFC if 10% U.S. Shareholders own (directly, indirectly through non-U.S. entities or constructively), in the aggregate, more than 50% of the total combined voting power of all classes of stock of that non-U.S. corporation or more than 50% of the total value of all stock of that non-U.S. corporation. However, for purposes of taking into account insurance income, these 50% thresholds are generally reduced to 25%. Further, special rules apply for purposes of taking into account any RPII of a non-U.S. corporation, as described below.

Whether Aspen Holdings is a CFC for a taxable year will depend upon facts regarding our direct and indirect shareholders, about which we have limited information. Accordingly, no assurance can be provided that Aspen Holdings will not be a CFC. Further, regardless of whether Aspen Holdings is a CFC, most or all of our non-U.S. subsidiaries are generally treated as CFCs because our U.S. subsidiaries generally are treated as constructively owning the stock of our non-U.S. subsidiaries. Accordingly, any 10% U.S. Shareholders of Aspen Holdings may be required to include in gross income for U.S. federal income tax purposes for each taxable year their pro rata shares of all or a portion of the subpart F and tested income generated by our non-U.S. companies (with various adjustments), regardless of whether any distributions are made to them. Any such 10% U.S. Shareholders should consult their own tax advisors regarding the application of these rules to them.

The RPII CFC Provisions. In general, if a non-U.S. corporation is a RPII CFC at any time during a taxable year, a U.S. RPII Shareholder must include in its gross income for U.S. federal income tax purposes its pro rata share of the non-U.S. corporation’s RPII with respect to any shares that such U.S. RPII Shareholder owns (directly or indirectly through certain entities) on the last day in the non-U.S. corporation’s taxable year, even if the RPII is not distributed. Further, a U.S. RPII Shareholder’s pro rata share of any RPII is determined as if all RPII for the taxable year were distributed proportionately only to U.S. RPII Shareholders on that date but generally may not exceed the U.S. RPII Shareholder’s pro rata share of the non-U.S. corporation’s earnings and profits for the taxable year. In addition, a U.S. RPII Shareholder is required to comply with certain reporting requirements, regardless of the number of shares owned by the U.S. RPII Shareholder.

For these purposes, a “RPII CFC” is any non-U.S. corporation if, on any day of its taxable year, U.S. RPII Shareholders collectively own (directly, indirectly through non-U.S. entities or constructively) 25% or more of the total combined voting power of all classes of stock of such corporation entitled to vote or 25% or more of the total value of the stock of such corporation. A “U.S. RPII Shareholder” is any U.S. person who owns (directly or indirectly through certain entities) any shares of the non-U.S. corporation. RPII is any “insurance income” (as described below) attributable to policies of insurance or reinsurance with respect to which the person (directly or indirectly) insured is a U.S. RPII Shareholder or a “related person” (as defined below) to such U.S. RPII Shareholder. In general, and subject to certain limitations, “insurance income” is income (including premium and investment income) attributable to the issuing of any insurance or reinsurance contract which would be taxed under the portions of the Code relating to insurance companies if the income were the income of a U.S. insurance company. Generally, the term “related person” for this purpose means someone who controls or is controlled by the U.S. RPII Shareholder or someone who is controlled by the same person or persons who control the U.S. RPII Shareholder. Control generally is measured by a greater than 50% ownership interest, applying certain constructive ownership principles. However, the RPII rules generally do not apply with respect to a non-U.S. corporation if either (i) at all times during its taxable year less than 20% of the total combined voting power of all classes of stock of the corporation entitled to vote and less than 20% of the total value of the corporation is owned (directly or indirectly) by persons who are (directly or indirectly) insured under any policy of insurance or reinsurance issued by the corporation or who are related persons to any such person (the “ownership exception”), or (ii) the RPII (determined on a gross basis) of the corporation for the taxable year is less than 20% of its gross insurance income for the taxable year (the “de minimis exception”).

We believe that each of our non-U.S. Operating Subsidiaries and each of Peregrine and APJ Jersey is a RPII CFC. Nonetheless, we expect that each such company will qualify for one or both of the ownership exception and the de minimis exception in the current taxable year and for the foreseeable future. However, no assurances can be provided that any of our companies will satisfy either exception.

Computation of RPII. In order to determine how much RPII, if any, a non-U.S. insurance subsidiary (including for this purpose, Peregrine and APJ Jersey) has earned in each taxable year, our non-U.S. insurance subsidiaries may obtain and rely upon information from their insureds and reinsureds to determine whether any of the insureds, reinsureds or persons related thereto own (directly or indirectly through non-U.S. entities) shares of Aspen Holdings and are U.S. Persons. Aspen Holdings may not be able to determine whether any of the underlying direct or indirect insureds to which our non-U.S. insurance subsidiaries provide insurance or reinsurance are direct or indirect shareholders or related persons to such shareholders. Consequently, Aspen Holdings may not be able to determine accurately the gross amount of RPII earned by each of our non-U.S. insurance subsidiaries in a given taxable year. For any year in which the special RPII CFC inclusion rules apply, Aspen Holdings may also seek information from its shareholders as to whether beneficial owners of shares at the end of the year are U.S. Persons so that the RPII may be determined and apportioned among such persons; to the extent Aspen Holdings is unable

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to determine whether a beneficial owner of shares is a U.S. Person, Aspen Holdings may assume that such owner is not a U.S. Person, thereby increasing the per share RPII amount for all known U.S. RPII Shareholders.

Basis Adjustments. A U.S. RPII Shareholder’s tax basis in its shares will be increased by the amount of any RPII that the shareholder includes in income. The U.S. RPII Shareholder may exclude from income the amount of any distributions by Aspen Holdings out of previously taxed RPII income. The U.S. RPII Shareholder’s tax basis in its shares will be reduced by the amount of such distributions that are excluded from income. 

Uncertainty as to Application of RPII Provisions. The RPII provisions have never been interpreted by the courts, and regulations interpreting the RPII provisions exist only in proposed form. It is not certain whether these regulations will be adopted in their proposed form or what changes or clarifications might ultimately be made thereto or whether any such changes, as well as any interpretation or application of the RPII provisions by the IRS, the courts or otherwise, might have retroactive effect. The U.S. Treasury Department has authority to impose, among other things, additional reporting requirements with respect to RPII. Accordingly, the meaning of the RPII provisions and the application thereof to us is uncertain. Further, the applicability of the ownership and de minimis exceptions and the RPII rules more generally depends upon facts regarding our direct and indirect shareholders and insureds, about which we have limited information. Accordingly, no assurances can be provided that any of our companies will satisfy either exception. Moreover, to the extent the exceptions do not apply, we may be unable to correctly determine the amount of RPII that any U.S. RPII Shareholder is required to take into account. Any U.S. Person considering an investment in our shares should consult their tax advisors as to the effects of these uncertainties.

Information Reporting. Under certain circumstances, U.S. Persons owning stock in a non-U.S. corporation are required to file IRS Form 5471 with their U.S. federal income tax returns. Generally, information reporting on IRS Form 5471 is required by (i) a person who is treated as a U.S. RPII Shareholder, (ii) a 10% U.S. Shareholder of a non-U.S. corporation that is a CFC at any time during the taxable year and who owned the stock on the last day of that year on which it was a CFC and (iii) under certain circumstances, a U.S. Person who acquires stock in a non-U.S. corporation and as a result thereof owns 10% or more of the voting power or value of such non-U.S. corporation, whether or not such non-U.S. corporation is a CFC. Aspen Holdings will, upon request, provide to all U.S. Persons registered as shareholders of its shares the relevant information necessary to complete Form 5471 in the event Aspen Holdings determines this is necessary. Failure to file IRS Form 5471 may result in penalties.

Tax-Exempt Shareholders. A tax-exempt U.S. Person generally will recognize unrelated business taxable income if it is required to include in gross income any of our insurance income under the CFC rules described above (including the RPII provisions). U.S. Persons that are tax-exempt entities are urged to consult their tax advisors as to the potential impact of the unrelated business taxable income provisions of the Code. A tax-exempt organization that is treated as a 10% U.S. Shareholder or a U.S. RPII Shareholder also must file IRS Form 5471 in the circumstances described above.

Redemption of Preference Shares. A redemption of the Preference Shares will be treated under Section 302 of the Code as a distribution with respect to our shares, unless the redemption satisfies one of the tests set forth in Section 302(b) of the Code enabling the redemption to be treated as a disposition (as discussed below), subject to the discussion herein relating to the potential application of the CFC, RPII and PFIC rules. Under the relevant Code Section 302(b) tests, the redemption generally will be treated as a sale or exchange only if it (1) is substantially disproportionate, (2) constitutes a complete termination of the holder’s stock interest in us or (3) is “not essentially equivalent to a dividend.” In determining whether any of these tests are met, shares considered to be owned by the holder by reason of certain constructive ownership rules set forth in the Code, as well as shares actually owned, must generally be taken into account. It may be more difficult for a U.S. Person who owns, actually or constructively by operation of certain attribution rules, any of our other shares to satisfy any of the above requirements. The determination as to whether any of the alternative tests of Section 302(b) of the Code is satisfied with respect to a particular holder of the Preference Shares depends on the facts and circumstances as of the time the determination is made.

Dispositions of Preference Shares. Subject to the discussion above relating to redemptions and the discussions below relating to the potential application of Section 1248 of the Code and the PFIC rules, U.S. Persons that hold Preference Shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange, redemption or other disposition of such Preference Shares in the same manner as on the sale, exchange, redemption or other disposition of any other shares held as capital assets. If the holding period for these shares exceeds one year, under current law any gain will be subject to tax at the rates applicable to long-term capital gain. Moreover, gain, if any, generally will be U.S. source gain and generally will constitute “passive category income” for foreign tax credit limitation purposes. 

Section 1248 of the Code provides that if a U.S. Person sells or exchanges stock in a non-U.S. corporation and such person owned, directly, indirectly through certain non-U.S. entities or constructively, 10% or more of the voting power of the corporation at any time during the five-year period ending on the date of disposition when the corporation was a CFC, any gain from the sale or exchange of the shares will be treated as a dividend to the extent of the CFC’s earnings and profits (determined under U.S. federal income tax principles) during the period that the shareholder held the shares and while the corporation was a

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CFC (with certain adjustments). A U.S. Person who owns or owned, directly, indirectly through certain non-U.S. entities or constructively, 10% or more of the voting power of Aspen Holdings may be subject to these rules if Aspen Holdings is or was treated as a CFC.

A 10% U.S. Shareholder may in certain circumstances be required to report a disposition of shares of a CFC by attaching IRS Form 5471 to the U.S. federal income tax or information return that it would normally file for the taxable year in which the disposition occurs. In the event this is determined necessary, Aspen Holdings will provide upon request the relevant information necessary to complete the Form.

Pursuant to the RPII provisions, Section 1248 of the Code also generally applies if a U.S. Person disposes of shares in a RPII CFC (determined without regard to the ownership or de minimis exceptions) that would be taxable as an insurance company under the Code if it were a U.S. corporation, in which case any gain from the disposition generally will be treated as a dividend to the extent of the U.S. Person’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the U.S. Person owned the shares (whether or not such earnings and profits are attributable to RPII). In addition, such U.S. Person will be required to comply with certain reporting requirements, regardless of the number of shares owned by the U.S. Person. Existing proposed regulations do not address whether Section 1248 of the Code would apply if a non-U.S. corporation is not an insurance company but the non-U.S. corporation has a subsidiary that is a CFC and that would be taxed as an insurance company if it were a domestic corporation. We believe that these rules should not apply to dispositions of our shares because Aspen Holdings will not itself be directly engaged in the insurance business. We cannot be certain, however, that the IRS will not interpret the RPII provisions in a contrary manner or that the U.S. Treasury Department will not adopt regulations that provide that these rules will apply to dispositions of Preference Shares. Prospective investors should consult their tax advisors regarding the effects of these rules on a disposition of Preference Shares.

Tax on Net Investment Income. A U.S. Person that is an individual, estate or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Person’s “net investment income” (or “undistributed net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of the U.S. Person’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of an individual will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Person’s net investment income will generally include its dividend income and its net gains from the disposition of Preference Shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Unless a U.S. Person elects otherwise or holds Preference Shares in connection with certain trades or businesses, the CFC and PFIC provisions generally will not apply for purposes of determining a U.S. Peron’s net investment income with respect to the Preference Shares.

Passive Foreign Investment Companies. In general, a non-U.S. corporation will be a PFIC during a given year if (i) 75% or more of its gross income constitutes “passive income” (the “75% test”) or (ii) 50% or more of its assets produce (or are held for the production of) passive income (the “50% test”). For these purposes, passive income generally includes interest, dividends, annuities and other investment income. However, the PFIC provisions contain a look-through rule under which a non-U.S. corporation that directly or indirectly owns at least 25% of the value of the stock of another corporation generally is treated, for purposes of determining whether it is a PFIC, as if it received directly its proportionate share of the income, and held its proportionate share of the assets, of the other corporation (the “look-through rule”). As a result, it is expected that the PFIC status of Aspen Holdings should generally depend on the application of the look-through rule to its subsidiaries and whether the income and assets of its subsidiaries will be characterized as passive or active for this purpose.In addition, pursuant to an insurance exception, (a) passive income does not include income that a QIC derives in the active conduct of an insurance business or income of a QDIC, and (b) passive assets do not include assets of a QIC available to satisfy liabilities of the QIC related to its insurance business, if the QIC is engaged in the active conduct of an insurance business, or assets of a QDIC.

Generally, a non-U.S. corporation will be a QIC for a taxable year if it would be taxable as an insurance company if it were a U.S. corporation and its applicable insurance liabilities constitute more than 25% of its total assets for a taxable year. Further, under the 2021 Proposed Regulations, a QIC is in the “active conduct” of an insurance business only if it satisfies either a “factual requirements test” or an “active conduct percentage test.” The factual requirements test requires that the officers and employees of the QIC carry out substantial managerial and operational activities on a regular and continuous basis with respect to its core functions (generally its underwriting activities, investment activities, contract and claims management activities and sales activities) and that they perform virtually all of the active decision-making functions relevant to underwriting functions. The active conduct percentage test generally requires that (i) the total costs incurred by the QIC with respect to its officers and employees for services rendered with respect to its core functions (other than investment activities) equal or exceed 50% of the total costs incurred by the QIC with respect to its officers and employees and any other person or entities for services rendered with respect to its core functions (other than investment activities) and (ii) to the extent the QIC outsources any part of its core functions to unrelated entities, officers and employees of the QIC with experience and relevant expertise must select and supervise the person that performs the outsourced functions, establish objectives for performance of the outsourced functions

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and prescribe rigorous guidelines relating to the outsourced functions which are routinely evaluated and updated. Under certain exceptions, however, a QIC that has no or only a nominal number of employees or that is a vehicle that has the effect of securitizing or collateralizing insurance risks underwritten by other insurance or reinsurance companies or is an insurance linked securities fund that invests in securitization vehicles generally is deemed not engaged in the active conduct of an insurance business. The officers and employees of certain related entities generally may be taken into account for these purposes, provided that the QIC exercises regular oversight and supervision over the services performed by the related entity’s officers and employees. The 2021 Proposed Regulations will not be effective unless and until adopted in final form, but taxpayers may rely on them for taxable years beginning after December 31, 2017 if they are consistently followed.

We believe that, based on the implementation of our current business plan and the application of the insurance exception, our non-U.S. insurance subsidiaries should be considered QICs engaged in the active conduct of an insurance business under one or both of the “factual requirements test” or the “active conduct percentage test,” our U.S. insurance subsidiaries should be considered QDICs and none of the income or assets of such insurance subsidiaries should be treated as passive. In addition, the income and assets attributable to our non-U.S. subsidiaries that are not insurance subsidiaries are minimal, relative to the income and assets attributable to our other subsidiaries.As a result, based on the application of the look-through rule, we believe that Aspen Holdings should not be characterized as a PFIC for the current year or the foreseeable future. However, because of legal uncertainties with respect to the interpretation of the PFIC rules and whether the 2021 Proposed Regulations will be adopted as final regulations in their current form, and factual uncertainties with respect to our planned operations, there is a risk that Aspen Holdings will be characterized as a PFIC in one or more years.

If Aspen Holdings is characterized as a PFIC for any year during which a U.S. Person holds shares of Aspen Holdings, it generally will continue to be treated as a PFIC for the years during which such U.S. Person holds such shares unless the U.S. Person has made a “qualified electing fund” election, described below.

If Aspen Holdings were characterized as a PFIC during a given year, each U.S. Person holding shares of Aspen Holdings generally would be subject to a penalty tax at the time of the sale at a gain of, or receipt of an “excess distribution” with respect to, their shares, unless such person is a 10% U.S. Shareholder subject to tax under the CFC rules or such person made a “qualified electing fund” election or “mark-to-market” election (which mark-to-market election would generally require the shareholder to include as ordinary income any appreciation in the value of its shares at the end of a taxable year and allow a shareholder to deduct any depreciation in the value of its shares (up to the amount of prior gain inclusions) at the close of the taxable year). If Aspen Holdings is considered a PFIC for any taxable year and the Preference Shares are treated as “marketable stock” in such year, then a U.S. Person may make a mark-to-market election with respect to its shares. The Preference Shares will be marketable if they are regularly traded on certain qualifying stock exchanges, including the NYSE. However, there can be no assurance that such election will be available. Additionally, because a mark-to-market election usually cannot be made for any lower-tier PFICs, a U.S. Person will generally continue to be subject to the special tax rules discussed above with respect to its indirect interest in any non-U.S. subsidiary of Aspen Holdings classified as a PFIC. As a result, it is possible that any mark-to-market election with respect to the Preference Shares will be of limited benefit. Further, it is uncertain whether Aspen Holdings would be able to provide its shareholders with the information necessary for a U.S. Person to make a “qualified electing fund” election. In addition, if Aspen Holdings were considered a PFIC, upon the death of any U.S. individual owning shares, such individual’s heirs or estate would not be entitled to a “step-up” in the basis of the shares that might otherwise be available under U.S. federal income tax laws. In general, a shareholder receives an “excess distribution” if the amount of the distribution is more than 125% of the average distribution with respect to the shares during the three preceding taxable years (or shorter period during which the taxpayer held the shares). In general, the penalty tax is equivalent to the taxes that are deemed due during the period the shareholder owned the shares, computed by assuming that the excess distribution or gain (in the case of a sale) with respect to the shares was earned in equal portions and taxable at the highest applicable tax rate on ordinary income throughout the shareholder’s period of ownership, and an interest charge for the failure to pay such taxes for prior periods. The interest charge is equal to the applicable rate imposed on underpayments of U.S. federal income tax for such periods. In addition, a distribution paid by Aspen Holdings to U.S. shareholders that is characterized as a dividend and is not characterized as an excess distribution would not be eligible for reduced rates of tax as qualified dividend income if Aspen Holdings were considered a PFIC in the taxable year in which such dividend is paid or in the preceding taxable year. A U.S. Person that is a shareholder in a PFIC may also be subject to additional information reporting requirements, including the filing of an IRS Form 8621.

U.S. investors are urged to consult with their tax advisors and to consider making a “protective” QEF election with respect to the Preference Shares to preserve the possibility of making a retroactive QEF election. A U.S. Person that makes a QEF election with respect to a PFIC is currently taxable on its pro rata share of the ordinary earnings and net capital gain of such company during the years it is a PFIC (at ordinary income and capital gain rates, respectively), regardless of whether or not distributions were received. In addition, any of the PFIC’s losses for a taxable year will not be available to U.S. Persons and may not be carried back or forward in computing the PFIC’s ordinary earnings and net capital gain in other taxable years. A U.S. Person generally increases the basis of its PFIC shares, and the basis of any other property of the U.S. Person by reason of

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which such U.S. Person is considered to indirectly own PFIC shares, by amounts included in such U.S. Person’s gross income pursuant to the QEF election. Therefore, an electing U.S. Person will generally increase the basis of its Preference Shares by amounts included in the U.S. Person’s gross income pursuant to the QEF election. Distributions of income that had previously been taxed pursuant to the QEF election will result in a corresponding reduction of basis in the Preference Shares and will not be taxed again as a distribution to the U.S. Person. A U.S. Person holding Preference Shares will generally be required to file an IRS Form 8621 (which is a form that is required to be filed by holders of equity in a PFIC) for each tax year that it holds Preference Shares and we are characterized as a PFIC, regardless of whether such U.S. Person has a QEF election in effect or receives an excess distribution.

If Aspen Holdings is a PFIC for any taxable year, a U.S. Person who holds our shares would be treated as owning a proportionate amount of the shares of any PFICs in which Aspen Holdings directly, or in certain cases indirectly, owns an interest, and the PFIC rules described above generally would apply with respect to the U.S. Person’s indirect ownership of such PFICs.

Foreign Tax Credit. If U.S. Persons own a majority of our shares, only a portion of the current income inclusions, if any, under the CFC, RPII and PFIC rules and of dividends paid by us (including any gain from the sale of shares that is treated as a dividend under Section 1248 of the Code) will be treated as foreign source income for purposes of computing a shareholder’s U.S. foreign tax credit limitations. We will consider providing shareholders with information regarding the portion of such amounts constituting foreign source income to the extent such information is reasonably available. It is also likely that substantially all of the “subpart F income,” RPII and dividends that are foreign source income will constitute “passive category income” for foreign tax credit limitation purposes. Additionally, tested income will constitute a separate basket for foreign tax credit purposes. There are also significant and complex limits on a U.S. Person’s ability to claim foreign tax credits, and recently issued U.S. Treasury Regulations that apply to foreign income taxes paid or accrued in taxable years beginning on or after December 28, 2021 restrict the availability of foreign tax credits based on the nature of the tax imposed by the foreign jurisdiction. Through subsequently issued guidance, the IRS suspended the application of these rules for periods beginning on or after December 28, 2021, and ending on or before December 31, 2023 (the “relief period”), and subsequently further extended such relief until the publication of notice or other guidance suspending the relief period.Thus, it may not be possible for most shareholders to utilize excess foreign tax credits to reduce U.S. tax on such income. The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Persons should consult their tax advisors regarding the availability of a foreign tax credit in their particular circumstances and the possibility of claiming an itemized deduction (in lieu of the foreign tax credit) for any foreign taxes paid or accrued.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds. Information returns may be filed with the IRS in connection with distributions on our shares and the proceeds from a sale or other disposition of our shares unless the holder of our shares establishes an exemption from the information reporting rules. A holder of shares that does not establish such an exemption may be subject to U.S. backup withholding tax on these payments if the holder is not a corporation or other exempt recipient or fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules. The amount of any backup withholding from a payment to a U.S. Person will be allowed as a credit against the U.S. Person’s U.S. federal income tax liability and may entitle the U.S. Person to a refund, provided that the required information is furnished to the IRS.

Under Section 6038D of the Code, certain U.S. Persons who are individuals may be required to report information relating to an interest in Preference Shares, subject to certain exceptions (including an exception for Preference Shares held in accounts maintained by certain financial institutions). U.S. Persons should consult their tax advisors regarding the potential application of this and any other applicable information reporting requirements to their ownership of Preference Shares.

Possible Changes in U.S. Tax Law. The 2017 Act was passed by the U.S. Congress and signed into law on December 22, 2017, with certain provisions intended to eliminate certain perceived tax advantages of companies (including insurance companies) that have legal domiciles outside the United States, but have certain U.S. connections, and U.S. persons investing in such companies. Among other things, the 2017 Act revised the rules applicable to PFICs and CFCs in ways that could affect the timing or amount of U.S. federal income taxes imposed on certain U.S. Persons. Further, it is possible that other legislation that may be introduced and enacted by the current Congress or future Congresses, could have an adverse impact on us or holders of Preference Shares. Any such legislation or interpretations could have a retroactive effect.

Additionally, the U.S. federal income tax laws and interpretations regarding whether a company is engaged in a trade or business within the United States or is a PFIC, or whether U.S. Persons would be required to include in their gross income the “subpart F income,” “tested income” or RPII of a CFC, are subject to change, possibly on a retroactive basis. Certain of the regulations regarding the application of the PFIC rules to insurance companies and the regulations regarding RPII are still in proposed form. New regulations or pronouncements interpreting or clarifying such rules may be forthcoming. We cannot be certain if, when or in what form such regulations or pronouncements may be provided and whether such guidance will have a retroactive effect.

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E.U. Taxation

Common Reporting Standard. The common reporting standard (“CRS”) has been introduced as an initiative by the OECD and is imposed on members of the European Union by the European Directive on Administrative Co-operation. Similar to the legislation commonly known as the Foreign Account Tax Compliance Act introduced by the United States, the CRS requires financial institutions which are subject to the rules to report certain financial information in respect of account holders. The CRS became effective as of January 1, 2016 and E.U. member states generally began to exchange the required information pursuant to the CRS from the end of September 2017 onwards. We intend to operate in compliance with CRS.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

The Company maintains an internet site at www.aspen.co that contains Annual Reports on Form 20-F and Current Reports on Form 6-K filed or furnished with the U.S. Securities and Exchange Commission (“SEC”). Reports and other information we file with the SEC are also available on the internet site maintained by the SEC at www.sec.gov. Registration statements, reports and other information we file may be reviewed and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Copies of these documents may also be requested upon payment of a duplicating fee by writing to the SEC.

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

Not applicable.

Item 11.        Quantitative and Qualitative Disclosures about Market Risk

We believe we are principally exposed to three types of market risk: interest rate risk, foreign currency risk and credit risk.

Interest rate risk.  Our investment portfolio consists primarily of fixed income securities. Fluctuations in interest rates have a direct impact on the market valuation of these securities. Accordingly, our primary market risk exposure is to changes in interest rates. As interest rates rise, the market value of our fixed-income portfolio falls and the converse is also true. We manage interest rate risk by maintaining a short to medium duration to reduce the effect of interest rate changes on book value.

The table below depicts interest rate change scenarios and the effect on our interest rate sensitive invested assets as at December 31, 2023:

Effect of Changes in Interest Rates on Portfolio Given a Parallel Shift in the Yield Curve
Movement in Rates in Basis Points	-100		-50		0	50		100
	($ in millions, except percentages)
Market Value(1)	6,345.8		6,269.8		6,193.9	6,117.9		6,042.0
Gain/Loss	151.9		76.0		—	(75.9)		(151.9)
Percentage of Portfolio	2.4	%	1.2	%	—	(1.2)	%	(2.4)	%
Corresponding percentage at December 31, 2022	2.8	%	1.4	%	—	(1.4)	%	(2.8)	%

(1)    Market value includes our fixed income portfolio, short term investments and privately held investments.

Foreign currency risk.  Our reporting and the functional currency of our operations is the U.S. Dollar. As at December 31, 2023, approximately 89.5% of our cash and investments was held in U.S. Dollars (2022 — 91.3%), and approximately 10.5% was in currencies other than the U.S. Dollar (2022 — 8.7%). For the twelve months ended December 31, 2023, 26.1% of our gross premiums were written in currencies other than the U.S. Dollar (2022 — 22.9%) and we expect that a similar proportion will be written in currencies other than the U.S. Dollar in 2024.

Other foreign currency amounts are remeasured to U.S. Dollars and the resulting foreign exchange gains or losses are reflected in the statement of operations. The remeasurement is calculated using current exchange rates for the balance sheets and average exchange rates for the statement of operations. We may experience exchange losses to the extent that our foreign

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currency exposure is not properly managed or otherwise hedged which would in turn adversely affect our results of operations and financial condition. Management estimates that a 10% change in the exchange rate between British Pounds and U.S. Dollars, as an example, as at December 31, 2023 would have impacted reported net comprehensive income by approximately $46.6 million (2022 — $35.9 million).

We use foreign currency forward exchange contracts to assist in matching our liabilities under insurance and reinsurance policies that are payable in foreign currencies with investments that are denominated in those currencies. A foreign exchange contract involves an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Foreign exchange contracts will not eliminate fluctuations in the value of our assets and liabilities denominated in foreign currencies but rather allow us to establish a rate of exchange for a future point in time.

As at December 31, 2023, we held foreign exchange contracts that were not designated as hedges under ASC 815, “Derivatives and Hedging” with an aggregate notional value of $1,802.9 million (2022 — $1,675.3 million). The foreign exchange contracts are recorded as derivative assets or derivative liabilities in the balance sheet with changes recorded as a change in fair value of derivatives in the statement of operations. For the twelve months ended December 31, 2023, the impact of foreign exchange contracts on net income was a gain of $10.9 million (December 31, 2022 — loss of $66.0 million).

As at December 31, 2023, we held foreign exchange contracts that were designated as cash flow hedges under ASC 815 with an aggregate notional value of $76.9 million (2022 — $109.7 million). The foreign exchange contracts are recorded as derivative assets in the consolidated balance sheet with the changes in fair value recorded in other comprehensive income. For the twelve months ended December 31, 2023, we recognized a loss of $14.0 million (December 31, 2022 — gain of $15.4 million) in other comprehensive income.

As the foreign exchange contracts settle, the realized gain or loss is reclassified from other comprehensive income into general, administration and corporate expenses in the statement of operations and other comprehensive income. For the twelve months ended December 31, 2023, the amount recognized within general, administration and corporate expenses for settled foreign exchange contracts was a realized loss of $8.1 million (December 31, 2022 — gain of $5.9 million).

Embedded derivative on loss portfolio contract. The loss portfolio transfer contract includes a funds withheld arrangement that provides returns to the reinsurer based on Aspen’s investment performance, guaranteeing a minimum of 1.75% return. Such funds withheld arrangements are examples of embedded derivatives and therefore this instrument is accounted for as an option-based derivative. For the twelve months ended December 31, 2023, the amount recognized as a change in fair value of derivatives in the consolidated statement of operations was $15.2 million (December 31, 2022 — loss of $14.5 million).

Credit risk.  We have exposure to credit risk primarily as a holder of fixed income securities and private securities. Our risk management strategy and investment policy is to invest mainly in debt instruments of high credit quality issuers. We also invest a portion of the portfolio in securities that are below investment grade or in unrated private securities and other specialty asset classes. We reduce the amount of credit exposure by setting limits with respect to particular ratings categories, business sectors and any one issuer. As at December 31, 2023, the average rating of fixed income maturities in our investment portfolio was “AA-” (December 31, 2022 — “AA-”).

In addition, we are exposed to the credit risk of our insurance and reinsurance brokers to whom we make claims payments for our policyholders, as well as to the credit risk of our reinsurers and retrocessionaires who assume business from us. Other than fully collateralized reinsurance, the substantial majority of our reinsurers have a rating of “A” (Excellent), the third highest of fifteen rating levels, or better by A.M. Best and the minimum rating of any of our material reinsurers is “A-” (Excellent), the fourth highest of fifteen rating levels, by A.M. Best. At December 31, 2023, the total amount recoverable by the Company from reinsurers was $4,577.8 million (December 31, 2022 — $4,897.7 million). Of the Company’s reinsurance recoverable balance at December 31, 2023, 56.8% is collateralized by our reinsurers, 42.9% is recoverable from reinsurers rated A- or higher by major rating agencies and 0.3% is recoverable from reinsurers rated lower than A- by major rating agencies (December 31, 2022 — 57.3%, 42.3% and 0.4%, respectively). As at December 31, 2023, the Company’s largest uncollateralized exposures to individual reinsurers represent 15.9% (December 31, 2022 — 16.3%), 11.1% (December 31, 2022 — 9.7%), and 9.2% (December 31, 2022 — 8.2%). As at December 31, 2023, the Company recognized an allowance for expected credit losses of $3.7 million (December 31, 2022 — $3.7 million) for reinsurance recoverables from reinsurers.

Item 12.     Description of Securities Other Than Equity Securities.

Not applicable.

PART II

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Item 13.        Defaults, Dividends Arrearages and Delinquencies

None.

Item 14.        Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.        Controls and Procedures

A. Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of the Company’s disclosure controls and procedures as of the end of the period of this report. Our management does not expect that our disclosure controls will prevent all errors and all fraud. A control system, no matter how well designed 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 a simple error or mistake. Additionally, controls can be circumvented by the individual acts of 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 requirements are met.

Based on the evaluation of the disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were ineffective in ensuring that information required to be disclosed in the reports filed or submitted to the SEC under the Exchange Act by the Company were recorded, processed, summarized and reported in a timely fashion, and were accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

B. Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in Exchange Act Rule 13a-15(f) and as contemplated by Section 404 of the Sarbanes-Oxley Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. These limitations include the possibility that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Therefore, any internal control system can provide only reasonable assurance and may not prevent or detect all misstatements or omissions. In addition, our evaluation of effectiveness is as of a particular point in time and there can be no assurance that any system will succeed in achieving its goals under all future conditions or at any time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on our assessment in accordance with the criteria, we believe that, as a result of the residual material weakness in internal controls described below, our internal controls over financial reporting were ineffective as at December 31, 2023. The material weakness identified relates to our process level procedures and controls around reinsurance premiums payable and reinsurance receivables.

Continued significant progress has been made over the course of 2023 to remediate the identified material weakness in our internal control over financial reporting described above. To remediate the material weakness, we implemented remedial measures that included, but were not limited to:

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•strengthened the outwards reinsurance teams, through a combination of hiring additional accounting and operational resources, both permanent and temporary, together with engaging external consulting and other business process third-party organizations, to ensure that we have a sufficient number of personnel with the skills and experience commensurate with the size and complexity of the organization who can effectively design and execute our process level procedures and controls around reinsurance premiums payable and reinsurance receivables, and associated disclosure controls.

•strengthened our documentation of reinsurance premiums payable and reinsurance receivables processes and procedures relating to cash matching controls, enhancing the scope of existing outward reinsurance credit controls while also implementing new outwards reinsurance credit control processes and procedures.

•designed and implemented various additional new procedures and internal controls over reinsurance premiums payable and reinsurance receivables, improved segregation of duties, and enhanced certain existing internal controls, including timeliness and accuracy of reporting.

We have, as discussed above, implemented remedial measures in advance of and as at December 31, 2023, however, these controls will need to be in operation for a sufficient period of time before management has concluded, through testing, that these new controls are operating effectively. We expect that the testing of the new controls will be completed over the first half of 2024.

Our Board and Audit Committee are committed to, and will continue to monitor the testing progress and effectiveness of our management’s implemented control-remediation activities.

The consolidated financial statements included in this Form 20-F fairly represent in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented.

C. Attestation report of the registered public accounting firm

Not applicable.

D. Changes in Internal Control Over Financial Reporting

Remediation Status:

A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In our 2022 annual report on Form 20-F, we identified and disclosed a material weakness in our internal control over financial reporting. The material weakness resulted from insufficient resources with appropriate level of knowledge within our outwards reinsurance operations and accounting team to effectively design and execute our process level procedures and controls around reinsurance premiums payable and reinsurance receivables, and related disclosures.

As discussed in Item 15 B above, continued significant progress has been made over the course of 2023 to remediate the material weakness in our internal control over financial reporting. The remedial measures including control enhancements described above have been implemented over the course of 2023 and were in operation as at December 31, 2023, however, these controls will need to be in operation for a sufficient period of time before management has concluded, through testing, that these new controls and enhancements are operating effectively. We expect that the testing of the new controls and enhancements will be completed over the first half of 2024.

Management’s assessment of the overall effectiveness of our internal controls over financial reporting was based on the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based upon that evaluation, and other than the changes described above in “Remediation Status,” the Company’s management is not aware of any additional changes in its internal control over financial reporting that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company reviews its disclosure controls and procedures, including internal controls over financial reporting, on an ongoing basis.

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Item 16A.    Audit Committee Financial Expert

The Board has determined that Mr. Richard Lightowler is an independent director, is financially literate, has accounting or related financial management expertise pursuant to NYSE requirements and is an “audit committee financial expert” pursuant to the rules and regulations of the SEC.

Item 16B.    Code of Ethics

Our Board has adopted a code of ethics entitled “Code of Conduct” which applies to all of our employees, officers and directors. Copies of our Code of Conduct can be found on our website at www.aspen.co and may be obtained in print, without cost, by writing to Aspen Insurance Holdings Limited, Attention: Company Secretary, 141 Front Street, Hamilton HM19, Bermuda. We intend to satisfy the disclosure requirement under Item 16B(d)-(e) of Form 20-F regarding amendment to, or waiver from, a provision of our Code of Ethics by posting such information at the website location specified above.

Item 16C.    Principal Accountant Fees and Services

The following table represent aggregate fees billed to the Company by Ernst & Young LLP (“EY”) PCAOB ID 1438, London, England, the Company’s independent registered public accounting firm and auditor, for fiscal years ended December 31, 2023 and 2022:

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
	($ in millions)
Audit Fees (1)	$	8.7	$	5.4
Audit-Related Fees (2)	0.7		1.0
All Other Fees (3)	—		—
Total Fees	$	9.4	$	6.4

(1)    Audit fees consist of fees paid to EY for professional services for the audit of the Company’s annual consolidated financial statements, review of quarterly consolidated financial statements, audit of annual statutory statements, and for services that are normally provided by independent auditors in connection with statutory, SEC and regulatory filings or engagements.

(2)    Audit-related fees consist of fees paid for assurance and related services for the performance of the audit or review of the Company’s financial statements (other than the audit fees disclosed above), such as the audit of Solvency II balance sheet and Lloyd’s regulatory filings.

(3)    All other fees totalling $31,000 relate to fees billed to the company by EY for non-audit services rendered to the company in connection with Canadian Actuarial Support.

The policy of the Audit Committee is to approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm during the year. The Audit Committee considered whether the provision of the non-audit services by EY was compatible with maintaining EY’s independence with respect to the Company and determined that the provision of such services was compatible with EY maintaining its independence. The Audit Committee approved all of the services provided by EY for the fiscal year ended December 31, 2023.

For the fiscal year ended December 31, 2021, the Company’s previous auditor was KPMG, PCAOB ID 1118, London, England.

Item 16D.    Exemptions from the Listing Standards for Audit Committee

None.

Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F.    Change in Registrant’s Certifying Accountant

As discussed in the Company’s Annual Reports on Form 20-F for the years ended December 31, 2020 and December 31, 2021, on June 8, 2022, KPMG LLP (“KPMG”) resigned as Aspen’s independent registered public accounting firm. With effect from July 6, 2022, following receipt of regulatory approval and completion of internal governance procedures, Aspen has

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appointed Ernst & Young LLP (“EY”) as Aspen’s independent registered public accounting firm for the fiscal years ending December 31, 2022 and 2023.

Item 16G.    Corporate Governance

As a foreign private issuer, we are entitled to follow the practice of our home country, Bermuda, with respect to certain corporate governance requirements, rather than adhering to the corporate governance requirements that are applicable to U.S. issuers listed on the NYSE. Additionally, because 100% of our ordinary shares are owned by Parent and are not listed on the NYSE, we are a “controlled company” within the meaning of NYSE corporate governance standards. Controlled companies are also exempt from certain NYSE corporate governance standards.

Pursuant to Section 303.A.11 of the NYSE Listed Company Manual and Item 16G of Form 20-F, we are required to list the significant differences between our corporate governance practices and the NYSE corporate governance standards applicable to U.S. issuers listed on the NYSE. Listed below are the significant differences:

•While our Board is comprised of a majority of independent directors, this is not required to be the case. The NYSE requires U.S. issuer listed companies to have a board of directors of at least a majority of independent directors. Controlled companies, however, are exempt from this requirement. Under Bermuda law and our Bye-Laws, we are not required to have a majority of independent directors.

•We currently do not have an operational nominating/corporate governance committee. Instead, the functions typically performed by such a committee are performed by the Board. The NYSE requires U.S. issuer listed companies to have a nominating/corporate governance committee composed entirely of independent directors and a committee charter detailing the committee’s purpose and responsibilities and an annual performance evaluation of the committee. Controlled companies, however, are exempt from this requirement. Under Bermuda law and our Bye-Laws, we are not required to have a nominating or corporate governance committee.

•We currently do not have an operational compensation committee. The NYSE requires U.S. issuer listed companies to have a compensation committee composed entirely of independent directors and a committee charter detailing the committee’s purpose and responsibilities, an annual performance evaluation of the committee and the rights and responsibilities of the committee with respect to retaining or obtaining advice from an independent adviser. Controlled companies, however, are exempt from this requirement. Under Bermuda law and our Bye-Laws, we are not required to have a compensation committee.

•While our Audit Committee is comprised of three independent directors, as described further herein, this is not required to be the case. The NYSE requires U.S. issuer listed companies to have an audit committee that has a minimum of three members. Foreign private issuers are exempt from this requirement. Under Bermuda law and our Bye-Laws, there is no requirement for a fixed number of members for an audit committee.

Item 16H.    Mine Safety Disclosure

Not applicable.

Item 16I.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J.    Insider Trading Policies

Not applicable.

Item 16K.    Cybersecurity

We maintain an enterprise-wide information security and cyber risk management framework (“Framework”) that is designed to protect our sensitive information and comply with applicable data security and privacy laws and regulations, in all jurisdictions in which we operate. Our Information Security and Cyber Risk Management Policy is aligned with the National Institute of Standards and Technology (“NIST”) cybersecurity framework and sets out our internal framework to enable a consistent and coordinated approach to ensure that information security risks are adequately addressed in a manner proportionate to the nature, scale and complexity of our operations. Our framework is designed to protect information from the time it is created, through its useful life, to its ultimate authorized disposal.

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Our cybersecurity program is designed to provide reasonable assurance that we will have efficient and effective operations; safeguard our assets; produce reliable reporting; comply with applicable laws and regulations; and to identify, protect, detect and respond to, and manage, reasonably foreseeable cybersecurity risks and threats. Our Framework is a key part of our internal control system and uses risk management processes to enable informed and prioritized decisions regarding information and cyber security.

Effective identification of information security and cyber risk enable us to focus and prioritize risk management efforts and determine resources required to manage the risks. We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. Risk identification processes span the entity, segment, function, and operational levels, to capture key risks within business processes, group-wide risks that are not directly associated with an individual function or process, and changes that could impact the internal control environment. Risk assessment involves a dynamic and iterative process for analyzing information security and cyber risks in order to form the basis for classifying information assets according to their value, sensitivity, and criticality; and for determining how risks should be managed, in accordance with our risk tolerance. Our risk assessment considers threats, vulnerabilities, exploitability, likelihood, and magnitude of impact to our operations, assets, individuals and facilities. Risk assessments also consider risk from external parties, including contractors who operate systems on our behalf, individuals who access our systems or data, service providers, and outsourcing entities. Risk assessments play an important role in the control selection processes. As internal and external circumstances change over time, risk identification also captures emerging information security and cyber risks. These and other emerging risks are reported to the Risk Committee of the Board.

Identified risks are recorded in the Group risk register and categorized, using the NIST security control family taxonomy to categorize and aggregate risk information. Once identified, all key information security and cyber risks are assessed to form the basis for determining how risks should be managed. After information security and cyber controls are implemented, they are regularly monitored and evaluated to determine whether the controls are implemented correctly, operate as intended, produce the desired outcome, and continue to comply with laws, regulations and contractual requirements. Monitoring helps to maintain a dynamic understanding of the Group’s risk profile and identify control deficiencies which require remediation actions.

As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, employee phishing testing, security audits, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We require employees with access to information systems, including all employees, to undertake data protection and cybersecurity training and compliance programs annually.

Where possible, with respect to our cyber risk management processes, controls are implemented with a corresponding performance scale which is used as the basis for establishing monitoring via Key Risk Indicators (KRIs). KRIs are measured against the acceptable level of variance in performance relative to the achievement of control objectives and indicate whether controls are adequately addressing risk and whether risks are changing over time. KRIs that fall outside of pre-established thresholds trigger a more thorough management review and assessment, and where appropriate, any necessary adjustments to controls. Control deficiencies that result in exposures that exceed tolerance will be subject to a monitored mitigation plan with an agreed timeline to reduce residual risk to within the tolerance; and included in risk reporting. In such a case, the risk is implicitly temporarily accepted while mitigation actions progress. The development and ownership of an appropriate response is determined by relevant first line stakeholders in consultation with the Group Chief Information Security Officer (“CISO”). The action plan should be proportionate to the level of exposure and include defined actions aligned to the underlying causes.

In some cases, it might be determined that the exposure exceeds risk tolerance and cannot be brought within acceptable levels through any combination of mitigation or risk transfer. In this case, the applicable business function owner will consult with the CISO to determine the best course of action (e.g., through risk avoidance, an exception process, or increased security requirements for the relevant system/process). Exceptions and risk avoidance circumstances should be rare and will be recorded and reported to the Group Executive Committee. Notably, risk avoidance is not the same as ignoring a risk. See "Risk Factors - A failure in our data security and/or technology systems or infrastructure or those of third parties, including those caused by security breaches or cyber-attacks could disrupt our business, damage our reputation and cause losses."

In the normal course, we engage assessors, consultants and other third parties to assist in various cyber-related matters. These engagements cover a range of risk mitigation activities such as threat detection, penetration testing and red/purple team cyber-attack simulations.

We have implemented processes to identify and manage risks from cybersecurity threats associated with our use of such third-party service providers, including in relation to information security, particularly for personal information. These controls include contractual requirements to meet certain information security and testing requirements, alongside ongoing oversight procedures.

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Management has responsibility to manage risk and bring to the Board’s attention the most material near-term and long-term risks to the Company. The Company’s CISO leads management’s assessment and management of cybersecurity risk and is responsible for defining the Framework, and for establishing and maintaining security policies, standards and guidelines for group-wide applicability. Our Company CISO has extensive experience in IT and cybersecurity, spanning over 25 years and multiple industries, including telecommunications, insurance, gaming, financial services and digital marketing and advertising, as well as multiple roles, including over 12 years in IT executive roles. The CISO reports to the Chief Information Officer, who reports to the Group Chief Operating Officer, who in turn reports directly to the Company’s Group Chief Executive Officer.

The Board is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and related exposures, as part of this oversight the Board has delegated certain of these responsibilities to committees of the Board. The Risk Committee reviews, on behalf of the Board, at least once annually, the Group’s cybersecurity program, its effectiveness, related exposures and risks, including actions underway or planned to reduce these risks. This review and oversight may generally encompass data breach risk; cyber prevention and detection controls; privacy matters; incident response plan; third-party cyber risk; cyber trends and events; and other cyber topics determined jointly by management and the Risk Committee. In carrying out this role, the Risk Committee takes into account the relevant work of the CISO. The CISO presents to the Risk Committee at least once annually, and the Board receives updates on operational risks, including cybersecurity matters, at its regular quarterly meetings from the Group Chief Operating Officer, alongside second-line oversight updates from the Group Chief Risk Officer. The Internal Audit function also provides third-line oversight of cyber risk elements through periodic testing of our cyber procedures, the results of which are reported to the Risk Committee and subsidiary boards of directors as appropriate.

On the recommendation of the Risk Committee, the Board reviews and approves the Group Information Security and Risk Management Policy on an annual basis and oversees our annual enterprise risk assessment on at least an annual basis to assess key risks within the business, including security and technology risks and cybersecurity threats.

For further information regarding the Company’s cybersecurity framework and associated governance procedures, please refer to Item 4, “Business Overview - Regulatory Matters - Privacy & Cybersecurity Laws.”

For further information on our risk management strategy, refer to Item 4, “Business Overview - Risk Management - Risk Management Strategy.”

PART III

Item 17.        Financial Statements

Refer to Item 18 of this report.

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FINANCIAL STATEMENTS

TABLE OF CONTENTS

	F-Page
Consolidated Balance Sheets	1
Consolidated Statements of Operations and Other Comprehensive Income	2
Consolidated Statements in Changes of Shareholders’ Equity	3
Consolidated Statements of Cash Flows	4
Note 1. History and Organization	6
Note 2. Basis of Presentation and Significant Accounting Policies	6
Note 3. Segment Reporting	13
Note 4. Investments	17
Note 5. Variable Interest Entities	26
Note 6. Fair Value Measurements	26
Note 7. Reinsurance	33
Note 8. Derivative Contracts	34
Note 9. Deferred Policy Acquisition Costs	36
Note 10. Reserve for Losses and Loss Adjustment Expenses	36
Note 11. Income Taxes	46
Note 12. Capital Structure	49
Note 13. Earnings Per Ordinary Share	50
Note 14. Statutory Requirements and Dividends Restrictions	51
Note 15. Dividends	52
Note 16. Retirement Plans	52
Note 17. Share-Based Payments and Long-Term Incentive Plan	52
Note 18. Intangible Assets	53
Note 19. Operating Leases	53
Note 20. Related Party Transactions	55
Note 21. Commitments and Contingent Liabilities	56
Note 22. Concentration of Credit Risk	58
Note 23. Reclassifications from Accumulated Other Comprehensive Income	59
Note 24. Credit Facilities and Long-term Debt	59
Note 25. Allowance for Expected Credit Losses	61
Note 26. Subsequent Events	62

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Item 18.        Financial Statements

ASPEN INSURANCE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

As at December 31, 2023 and December 31, 2022

($ in millions, except share and per share amounts)  

	As at December 31, 2023		As at December 31, 2022
ASSETS
Fixed income maturities, available for sale (amortized cost — 2023: $4,330.0 and 2022: $4,131.3 net of allowance for expected credit losses 2023: $2.9 and 2022: $7.7)	$	4,122.6	$	3,788.6
Fixed income maturities, trading at fair value (amortized cost — 2023: $1,527.0 and 2022: $1,576.7) (1)	1,485.7		1,475.5
Short-term investments, available for sale (amortized cost — 2023: $93.6 and 2022: $52.4)	93.6		52.0
Short-term investments, trading at fair value (amortized cost — 2023: $2.1 and 2022: $6.3)	2.1		6.3
Catastrophe bonds, trading at fair value (amortized cost — 2023: $1.6 and 2022: $5.1)	1.6		2.9
Privately-held investments, available for sale (amortized cost — 2023: $14.7 and 2022: $Nil) (2)	14.9		—
Privately-held investments, trading at fair value (amortized cost — 2023: $494.9 and 2022: $537.7) (2)	475.0		533.0
Investments, equity method	7.6		6.2
Other investments, at fair value (3)	209.3		221.3
Total investments	6,412.4		6,085.8
Cash and cash equivalents (including cash within consolidated variable interest entities of 2023: $Nil and 2022: $65.7) (4)	1,028.1		959.2
Unpaid losses recoverable from reinsurers (net of allowance for expected credit losses of 2023: $3.7 and 2022: $3.7)	4,577.8		4,897.7
Ceded unearned premiums	733.5		737.3
Underwriting premiums receivables (net of allowance for expected credit losses of 2023: $21.0 and 2022: $25.0)	1,435.3		1,482.4
Deferred acquisition costs	296.2		319.0
Derivatives assets	31.7		56.2
Right-of-use operating lease assets	61.6		72.8
Income taxes refundable	4.3		20.8
Deferred tax assets	312.6		120.1
Other assets	309.6		384.2
Intangible assets and goodwill	21.7		21.8
Total assets	$	15,224.8	$	15,157.3
LIABILITIES
Reserve for losses and loss adjustment expenses	$	7,810.6	$	7,710.9
Unearned premiums	2,426.3		2,457.5
Total insurance reserves	10,236.9		10,168.4
Reinsurance premiums	1,416.6		1,980.1
Income taxes payable	12.6		10.9
Deferred tax liabilities	1.6		0.9
Accrued expenses and other payables (5)	214.4		201.8
Payables for securities purchased	22.3		6.9
Operating lease liabilities	86.1		95.5
Derivative liabilities	25.8		34.9
Long-term debt	300.0		—
Short-term debt	—		299.9
Total liabilities	$	12,316.3	$	12,799.3
Commitments and contingent liabilities (see Note 21)	$	—	$	—
SHAREHOLDERS’ EQUITY
Ordinary shares	$	0.6	$	0.6
Preference shares	753.5		753.5
Additional paid-in capital	761.2		761.2
Retained earnings	1,793.5		1,349.0
Accumulated other comprehensive (loss)	(400.3)		(506.3)
Total shareholders’ equity	2,908.5		2,358.0
Total liabilities and shareholders’ equity	$	15,224.8	$	15,157.3

_________________

(1)    Fixed income maturities, trading at fair value includes related party investments totaling $129.8 million (2022 — $Nil).

(2)    Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

(3)    Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

(4)    Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million) which are held in trusts.

(5)    Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

F-1

ASPEN INSURANCE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

For The Twelve Months Ended December 31, 2023, 2022 and 2021

($ in millions, except share and per share amounts)

	Twelve Months Ended December 31,
	2023		2022		2021
Revenues
Net earned premium	$	2,614.5	$	2,688.7	$	2,410.5
Net investment income (1)	275.7		188.1		147.5
Realized and unrealized investment gains (2)	75.9		5.0		56.2
Other income	—		8.2		14.7
Total revenues	2,966.1		2,890.0		2,628.9
Expenses
Losses and loss adjustment expenses	1,553.0		1,680.0		1,693.3
Acquisition costs	380.2		431.8		414.1
General, administrative and corporate expenses (3)	503.6		494.2		418.0
Interest expense	55.2		43.7		14.3
Change in fair value of derivatives	(26.1)		80.5		35.9
Realized and unrealized investment losses	61.4		182.6		47.4
Net realized and unrealized foreign exchange losses/(gains)	36.2		(15.9)		(40.0)
Other expenses	—		20.1		10.8
Total expenses	2,563.5		2,917.0		2,593.8
Income/(loss) from operations before income taxes	402.6		(27.0)		35.1
Income tax benefit/(expense)	132.1		78.1		(5.3)
Net income	$	534.7	$	51.1	$	29.8
Other Comprehensive Income/(Loss):
Available for sale investments:
Reclassification adjustment for net realized gains/(losses) on investments included in net income	$	40.2	$	55.5	$	(20.4)
Change in net unrealized gains/(losses) on available for sale securities held	86.0		(447.2)		(137.2)
Net change from current period hedged transactions	(14.0)		15.4		(6.2)
Change in foreign currency translation adjustment	14.4		(30.9)		21.4
Other comprehensive income/(loss), before income taxes	126.6		(407.2)		(142.4)
Income tax (expense)/benefit thereon:
Reclassification adjustment for net realized losses on investments included in net /(loss)	(6.6)		—		—
Change in net unrealized (losses)/ gains on available for sale securities held	(14.0)		23.9		(0.3)
Total income tax (expense)/benefit allocated to other comprehensive income/(loss)	(20.6)		23.9		(0.3)
Other comprehensive income/(loss), net of income taxes	106.0		(383.3)		(142.7)
Total comprehensive income/(loss) attributable to Aspen Insurance Holdings Limited	$	640.7	$	(332.2)	$	(112.9)

	Twelve Months Ended December 31,
	2023		2022		2021
Net income as reported	$	534.7	$	51.1	$	29.8
Preference share dividends	(49.9)		(44.6)		(44.5)
Net income/(loss) available to Aspen Insurance Holdings Limited’s ordinary shareholders	$	484.8	$	6.5	$	(14.7)
Basic and diluted earnings/(loss) per ordinary share	$	8.03	$	0.11	$	(0.24)

_________________

(1)    Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

(2)    Realized and unrealized investments gains includes gains of $8.7 million on related party investments (2022 — $0.4 million loss, 2021 — $Nil ).

(3)    General, administrative and corporate expenses includes related party management consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million).

F-2

ASPEN INSURANCE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For The Twelve Months Ended December 31, 2023, 2022 and 2021

($ in millions)

	Twelve Months Ended December 31,
	2023		2022		2021
Ordinary shares
Beginning of the year	$	0.6	$	0.6	$	0.6
End of the year	0.6		0.6		0.6
Preference shares (1)
Beginning of the year	753.5		753.5		753.5
End of the year	753.5		753.5		753.5
Additional paid-in capital
Beginning of the year	761.2		761.2		716.2
Capital contribution	—		—		45.0
End of the year	761.2		761.2		761.2
Retained earnings
Beginning of the year	1,349.0		1,382.5		1,397.2
Net income for the year	534.7		51.1		29.8
Dividends on ordinary shares	(40.3)		(40.0)		—
Dividends on preference shares	(49.9)		(44.6)		(44.5)
End of the year	1,793.5		1,349.0		1,382.5
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustments:
Beginning of the year	(186.9)		(156.0)		(177.4)
Change for the year, net of income taxes	14.4		(30.9)		21.4
End of the year	(172.5)		(186.9)		(156.0)
(Loss)/gain on derivatives:
Beginning of the year	13.8		(1.6)		4.6
Net change from current period hedged transactions, net of income taxes	(14.0)		15.4		(6.2)
End of the year	(0.2)		13.8		(1.6)
Unrealized appreciation on available for sale investments:
Beginning of the year	(333.2)		34.6		192.5
Change for the year, net of income taxes	105.6		(367.8)		(157.9)
End of the year	(227.6)		(333.2)		34.6
Total accumulated other comprehensive (loss)	(400.3)		(506.3)		(123.0)
Total shareholders’ equity	$	2,908.5	$	2,358.0	$	2,774.8

_________________

(1)    Preference shares of $775.0 million, less issuance costs of $21.5 million (December 31, 2022 and 2021 — $775.0 million and $21.5 million).

F-3

ASPEN INSURANCE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Twelve Months Ended December 31, 2023, 2022 and 2021

($ in millions) 

	Twelve Months Ended December 31,
	2023		2022		2021
Cash flows from operating activities:
Net income	$	534.7	$	51.1	$	29.8
Adjustments to reconcile net income to net cash providing by/(used in) operating activities:
Depreciation and amortization	11.0		43.3		53.3
Impairment of lease assets	—		(6.7)		0.4
Amortization of right-of-use operating lease assets	10.7		10.1		12.0
Interest on operating lease liabilities	4.5		5.4		5.5
Realized and unrealized investment gains	(75.9)		(5.0)		(56.2)
Realized and unrealized investment losses	61.4		182.6		47.4
Deferred tax (benefit)	(197.7)		(104.6)		(3.2)
Net realized and unrealized investment foreign exchange (gains)/losses	(5.3)		15.9		13.0
Net change from current period hedged transactions	(14.0)		15.4		(6.2)
Unrealized losses/(gains) on investment funds in net investment income	17.9		(14.5)		(20.5)
Changes in:
Losses and loss adjustment expenses	99.7		99.1		483.3
Unearned premiums	(31.2)		345.2		310.2
Unpaid losses	319.9		(1,599.6)		(109.5)
Ceded unearned premiums	3.8		(141.2)		(143.1)
Other receivables	11.7		(26.4)		(19.4)
Deferred acquisition costs	22.8		(28.2)		13.2
Reinsurance premiums payable	(563.5)		1,404.4		1.2
Funds withheld	43.6		1.1		(5.7)
Premiums receivable	47.1		(177.8)		(142.9)
Income tax payable and refundable	3.5		(1.3)		(7.6)
Accrued expenses and other payable	13.2		(87.0)		73.5
Derivative assets and derivative liabilities	15.4		(21.7)		13.6
Operating lease liabilities	(15.5)		(15.5)		(17.5)
Other	6.9		0.9		0.1
Net cash provided by/(used in) operating activities	$	324.7	$	(55.0)	$	524.7

F-4

ASPEN INSURANCE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Twelve Months Ended December 31, 2023, 2022 and 2021

($ in millions)

	Twelve Months Ended December 31,
	2023		2022		2021
Cash flows from investing activities:
(Purchases) of fixed income securities — Available for sale	$	(1,554.8)	$	(1,613.9)	$	(2,217.3)
(Purchases) of fixed income securities — Trading	(418.5)		(724.6)		(866.4)
Proceeds from sales and maturities of fixed income securities — Available for sale	1,326.7		2,212.5		1,538.1
Proceeds from sales and maturities of fixed income securities — Trading	474.0		293.6		548.2
Net proceeds from catastrophe bonds — Trading	1.5		0.5		14.3
(Purchases) of short-term investments — Available for sale	(265.9)		(55.9)		(17.2)
Proceeds from sale of short-term investments — Available for sale	231.0		13.6		99.6
(Purchases) of short-term investments — Trading	(15.1)		(7.0)		(26.8)
Proceeds from sale of short-term investments — Trading	19.5		2.6		60.8
(Purchases) of privately-held investments - Available for sale	(14.7)		—		—
(Purchases) of privately-held investments — Trading	(99.0)		(377.9)		(205.1)
Proceeds from sale of privately-held investments — Trading	136.9		147.4		182.1
Net change in receivable/(payable) for securities sold/(purchased)	19.9		(31.8)		26.6
(Purchases) of other investments	(9.3)		(62.5)		(20.0)
Net proceeds from sales of other investments	4.9		5.9		—
Net (purchases)/sales of fixed assets	(8.9)		3.0		(64.5)
Net (purchases) of investments, equity method	(0.4)		(2.0)		(2.7)
Net cash (used in) investing activities	$	(172.2)	$	(196.5)	$	(950.3)
Cash flows from financing activities:
Repayment of short-term debt	$	(300.0)	$	—	$	—
Proceeds from term loan facility	300.0		—		—
Capital contribution	—		—		45.0
Dividends paid on ordinary shares	(40.3)		(40.0)		—
Dividends paid on preference shares	(49.9)		(44.6)		(44.5)
Net cash (used in)/provided by financing activities	$	(90.2)	$	(84.6)	$	0.5
Effect of exchange rate movements on cash and cash equivalents	6.6		(18.8)		(8.1)
Increase/(decrease) in cash and cash equivalents	68.9		(354.9)		(433.2)
Cash and cash equivalents at beginning of period	959.2		1,314.1		1,747.3
Cash and cash equivalents at end of period (1)	$	1,028.1	$	959.2	$	1,314.1
Supplemental disclosure of cash flow information:
Income taxes paid	$	60.9	$	29.1	$	15.7
Interest paid	$	15.6	$	14.3	$	14.0

_________________

(1) Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million, 2021 — $364.9 million) which are held in trusts.

F-5

ASPEN INSURANCE HOLDINGS LIMITED

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

For The Twelve Months Ended December 31, 2023, 2022 and 2021

($ in millions, except share and per share amounts) 

1.History and Organization

History and Organization. Aspen Insurance Holdings Limited (“Aspen Holdings”) was incorporated on May 23, 2002 as a holding company headquartered in Bermuda. We underwrite specialty insurance and reinsurance on a global basis through our Operating Subsidiaries (as defined below) based in Bermuda, the United States and the United Kingdom: Aspen Bermuda Limited (“Aspen Bermuda”), Aspen Specialty Insurance Company (“Aspen Specialty”), Aspen American Insurance Company (“AAIC”), Aspen Insurance UK Limited (“Aspen UK”) and Aspen Underwriting Limited (“AUL”) (as corporate member of our Lloyd’s operations, Syndicate 4711, which are managed by Aspen Managing Agency Limited (“AMAL”) (together, “Aspen Lloyd’s”)), each referred to herein as an “Operating Subsidiary” and collectively referred to as the “Operating Subsidiaries”. We also have branches in Australia, Canada, Singapore and Switzerland. We established Aspen Capital Management, Ltd. (“ACML”) and other related entities (collectively, “ACM”) to leverage our existing underwriting franchise, increase our operational flexibility and provide third-party investors direct access to our capital markets and underwriting expertise. References to the “Company,” the “Group,” “we,” “us” or “our” refer to Aspen Holdings or Aspen Holdings and its consolidated subsidiaries.

Since February 2019, the Company has been a wholly-owned subsidiary of Highlands Bermuda Holdco, Ltd. (“Parent”), which holds all of the Company’s ordinary shares. Parent, a Bermuda exempted company, is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., a leading global investment manager (collectively with its subsidiaries, “Apollo”). The Company’s preference shares and depositary shares are listed on the New York Stock Exchange (“NYSE”) under the following symbols: AHL PRC, AHL PRD and AHL PRE.

2.Basis of Presentation and Significant Accounting Policies

The consolidated financial statements of Aspen Holdings are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented on a consolidated basis including the transactions of all operating subsidiaries in which the Company has a controlling financial interest and variable interest entities (“VIE”) in which the Company is considered to be the primary beneficiary. Transactions between Aspen Holdings and its subsidiaries are eliminated within the consolidated financial statements.

The consolidated financial statements have been prepared on a going concern basis.

To facilitate comparison of information across periods, certain reclassifications have been made to prior year amounts to conform to the current year’s presentation.

  (a)    Use of Estimates

Assumptions and estimates made by management have a significant effect on the amounts reported within the consolidated financial statements. The most significant of these relate to losses and loss adjustment expenses, reinsurance recoverables, gross written premiums and commissions which have not been reported to the Company such as those relating to proportional treaty reinsurance contracts, unrecognized tax benefits, recoverability of deferred tax assets, the fair value of derivatives and the fair value of other and privately-held investments. All material assumptions and estimates are regularly reviewed and adjustments made as necessary but actual results could be significantly different from those expected when the assumptions or estimates were made.

  (b)    Accounting for Insurance and Reinsurance Operations

Premiums Earned. Premiums are generally recorded as written on the inception date of a policy. For proportional reinsurance treaty contracts, written premiums are generally recorded as the reinsured policies attach to the treaty. For multi-year insurance or reinsurance contracts, written premiums are recorded based on the contract terms. Premiums are recognized as revenues proportionately over the coverage period. Premiums earned are recorded in the consolidated statements of operations, net of the cost of purchased reinsurance. Premiums written which are not yet recognized as earned premium are recorded in the consolidated balance sheet as unearned premiums. Written and earned premiums and the related costs include estimates for premiums which have not been finally determined. These relate mainly to contractual provisions for the payment of adjustment or additional premiums, premiums payable under proportional treaties and delegated underwriting authorities, and reinstatement premiums.

Adjustment and additional premiums are premiums charged which relate to experience during the policy term. The proportion of adjustable premiums included in the premium estimates varies between business lines with the largest adjustment

F-6

premiums being in property and casualty reinsurance, marine, aviation and energy insurance and the smallest in property and casualty insurance.

Premiums under proportional treaty contracts and delegated underwriting authorities are generally not reported to the Company until after the reinsurance coverage is in force. As a result, an estimate of these “pipeline” premiums is recorded. The Company estimates pipeline premiums based on projections of ultimate premium taking into account reported premiums and expected development patterns.

Reinstatement premiums on assumed excess of loss reinsurance contracts are provided based on experience under such contracts. Reinstatement premiums are the premiums charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence. The original premiums are recognized as revenue in full at the date of loss, with the reinstatement premiums recognized as revenue over the remaining cover term. Reinstatement premiums provide future insurance cover for the remainder of the initial policy term. An allowance for uncollectible premiums is established for possible non-payment of premium receivables, as deemed necessary.

Credit Losses on Underwriting Premiums Receivable. Underwriting premium receivable balances are reported net of an allowance for expected credit losses. The allowance, based on ongoing review and monitoring of amounts outstanding, historical loss data, including write-offs and other current economic factors, is charged to net income in the period the receivable is recorded and revised in subsequent periods to reflect changes in the Company’s estimate of expected credit losses. For most insurance policies, credit risk is partially mitigated by the Company’s ability to cancel the policy if the policyholder does not pay the premium whereby, upon default, policy liabilities would be written-down along with premium receivables.

Losses and Loss Adjustment Expenses. Losses represent the amount paid or expected to be paid to claimants in respect of events that have occurred on or before the balance sheet date. The costs of investigating, resolving and processing these claims are known as loss adjustment expenses (“LAE”). The consolidated statements of operations records these losses net of reinsurance, meaning that gross losses and loss adjustment expenses incurred are reduced by the amounts recovered or expected to be recovered under reinsurance contracts.

Reinsurance. Written premiums, earned premiums, incurred claims, LAE and the acquisition costs all reflect the net effect of assumed and ceded reinsurance transactions. Assumed reinsurance refers to the Company’s acceptance of certain insurance risks that other insurance companies have underwritten. Ceded reinsurance arises from contracts under which other insurance companies agree to share certain risks with the Company.

Reinsurance accounting is followed when there is significant timing risk, underwriting risk and transfer risk, and a reasonable possibility of significant loss.

Outward reinsurance premiums, which are paid when the Company purchases reinsurance or retrocessional coverage, are accounted for using the same accounting methodology as the Company uses for inwards premiums. Premiums payable under reinsurance contracts that operate on a “losses occurring during” basis are expensed over the period of coverage while those arising from “risks attaching during” policies are expensed over the earnings period of the underlying premiums written from the reinsured business. Adjustment premiums and reinstatement premiums in relation to outward reinsurance are accrued when it is determined that the ultimate losses will trigger a payment and recognized within premiums payable. Reinsurance and retrocession does not isolate the ceding company from its obligations to policyholders. In the event that a reinsurer or retrocessionaire fails to meet its obligations, the ceding company’s obligations remain.

Accounting for Retroactive Reinsurance Agreements. Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. For retroactive reinsurance purchased by the Company, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income over the settlement period of the ceded reserves once the paid losses have exceeded the minimum retention. The amount of the deferral is recalculated each period based on actual loss payments and updated estimates of ultimate losses. If the consideration paid exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is recognized within income immediately.

Premiums payable for retroactive reinsurance coverage and meeting the conditions of reinsurance accounting are reported as reinsurance recoverables to the extent that those amounts do not exceed recorded liabilities relating to underlying reinsurance contracts. Premiums paid in excess of accounts receivable are charged to income.

Reserves. Insurance reserves are established for the total unpaid cost of claims and LAE in respect of events that have occurred by the balance sheet date, including the Company’s estimates of the total cost of claims incurred but not yet reported (“IBNR”). Claim reserves are reduced for estimated amounts of salvage and subrogation recoveries. Estimated amounts recoverable from reinsurers on unpaid losses and LAE are reflected as assets.

For reported claims, reserves are established on a case-by-case basis within the parameters of coverage provided in the insurance policy or reinsurance agreement. For IBNR claims, reserves are estimated using a number of established actuarial methods to establish a range of estimates from which a management best estimate is selected. Both case and IBNR reserve

F-7

estimates consider variables such as past loss experience, changes in legislative conditions, changes in judicial interpretation of legal liability, policy coverages and inflation.

As many of the coverages underwritten involve claims that may not be ultimately settled for many years after they are incurred, subjective judgments as to the ultimate exposure to losses are an integral and necessary component of the loss reserving process. The Company regularly reviews its reserves, using a variety of statistical and actuarial techniques to analyze current claims costs, frequency and severity data, and prevailing economic, social and legal factors. Reserves established in prior periods are adjusted as claim experience develops and new information becomes available. Adjustments to previously estimated reserves are reflected in the financial results of the period in which the adjustments are made.

The process of estimating required reserves does, by its very nature, involve considerable uncertainty. The level of uncertainty can be influenced by factors such as the existence of coverage with long duration payment patterns and changes in claims handling practices, as well as the factors noted above. Ultimate actual payments for claims and LAE could turn out to be significantly different from the Company’s estimates.

Credit Losses on Reinsurance Recoverables. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability with the reinsured business. The Company maintains credit risk if a reinsurer is unable to pay recoverables when they become due. To manage this risk, the Company evaluates the financial condition of its reinsurers and retrocessionaires, and monitors concentration of credit risk to minimize its exposure to significant losses from individual reinsurers. To further reduce credit exposure on reinsurance recoverables, the Company has received collateral, including letters of credit and trust accounts, from certain reinsurers. Following the adoption of ASC 326, an allowance is established for expected credit losses to be recognized over the life of the reinsurance recoverable. The allowance considers the current financial strength of the individual reinsurer and the amount of collateral held.

Acquisition Costs. The costs directly related to writing a (re)insurance policy are referred to as acquisition expenses and include commissions, premium taxes and profit commissions. With the exception of profit commissions, these expenses are incurred when a policy is issued, and only the costs directly related to the successful acquisition of new and renewal insurance and reinsurance contracts are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. Profit commissions are estimated and accrued based on the related performance criteria evaluated at the balance sheet date, with subsequent changes to those estimates recognized when they occur. Commissions received related to reinsurance premiums ceded are netted against broker commissions in determining acquisition costs eligible for deferral.

On a regular basis a premium deficiency analysis is performed of the deferred acquisition costs in relation to the expected recognition of revenues, including anticipated investment income, and adjustments, if any, are reflected as period costs. Should the analysis indicate that the acquisition costs are unrecoverable, further analyses are performed to determine if a reserve is required to provide for losses which may exceed the related unearned premium.

General and Administrative Expenses. These costs represent the expenses incurred in running the business and include, but are not limited to compensation costs for employees, rental costs, IT development and professional and consultancy fees. General and administrative costs directly attributable to the successful acquisition of business are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. When reporting the results for its business segments, the Company includes expenses which are directly attributable to the segment plus an allocation of central administrative costs.

Corporate Expenses. Corporate expenses are not allocated to the Company’s business segments as they typically do not fluctuate with the levels of premium written and are related to the Company’s operations which include group executive costs, group finance costs, group legal and actuarial costs and certain strategic and other costs.

  (c)    Accounting for Investments, Cash and Cash Equivalents

Fixed Income Securities. The fixed income securities portfolio comprises securities issued by governments and government agencies, corporate bonds, mortgage and other asset-backed securities and bank loans. Investments in fixed income securities are classified as available for sale or trading and are reported at estimated fair value in the consolidated balance sheet. Investment transactions are recorded on the trade date with balances pending settlement reflected in the consolidated balance sheet under receivables for securities sold and other payables for securities purchased, respectively. Fair values are based on quoted market prices and other data provided by third-party pricing services.

Short-term Investments. Short-term investments primarily comprise highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase and are held as part of the investment portfolio of the Company. Short-term investments are classified as either trading or available for sale and reported at estimated fair value.

Catastrophe Bonds. Investments in catastrophe bonds are classified as trading and are reported on the consolidated balance sheet at estimated fair value. The fair values are based on independent broker-dealer quotes.

Privately-held Investments. The Company’s privately-held investments primarily comprise commercial mortgage loans, middle market loans and other private debt, asset-backed securities and global corporate securities. These investments are classified as trading or available for sale and are reported on the consolidated balance sheet at estimated fair value. Privately-

F-8

held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are primarily determined using discounted cash flow models.  Interest income is accrued on the principal amount of the loan based on its contractual interest rate subject to it being probable that we will receive interest on that particular underlying loan. Interest income, amortization of premiums and discounts, and prepayment fees are reported in net investment income on the consolidated statements of income.

Other Investments, Equity Method. Other investments represent the Company’s investments that are recorded using the equity method of accounting. Adjustments to the fair value of these investments are made based on the net asset value of the investment.

Other Investments. Other investments represent the Company’s investments in investment funds that are reported at fair value. Adjustments to the fair value are made based on the net asset value of the investment.

Cash and Cash Equivalents. Cash and cash equivalents are reported at fair value. Cash and cash equivalents comprise cash on hand, deposits held on call with banks and other short-term highly liquid investments due to mature within three months from the date of purchase and which are subject to insignificant risk of change in fair value.

Gains and Losses. Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method and are recorded in revenue or expenses respectively. Unrealized gains and losses represent the difference between the cost, or the cost as adjusted by amortization of any difference between its cost and its redemption value (“amortized cost”), of the security and its fair value at the reporting date and are included within other comprehensive income for securities classified as available for sale and in realized and unrealized investment gains or losses in the consolidated statement of operations for securities classified as trading.

Credit Losses on Available for Sale Debt Securities. An allowance account for credit losses is recognized for available for sale debt securities based on a review of individual securities. Write-offs are recorded when amounts are deemed uncollectible, or Aspen intends to sell (or more likely than not will be required to sell) the debt security before recovery of the amortized cost basis. The amortized cost basis will be written down to the debt securities fair value through earnings. Credit losses are limited to the difference between the debt securities amortized cost basis and fair value (‘fair-value floor’). Any decline in the debt securities fair value below the amortized cost basis that is not a result of a credit loss is recorded through other comprehensive income, net of applicable taxes. The allowance for credit losses of a security may be increased or reversed upon a change in credit position with the change reflected in net income.

The credit loss models employ a discounted cash flow approach to evaluate whether a credit loss exists at the individual security level and are reviewed at each reporting period. This analysis excludes investments in U.S. Government / Agency bonds and U.S. Government Agency mortgage-backed securities due to being of ‘high credit quality’ based on the absence of risk. For any available for sale debt securities that were initially purchased with credit deterioration (PCD), the amortized cost basis shall be considered to be the purchase price, plus any allowance for credit losses. Estimated credit losses shall be discounted at the rate that equates the present value of the purchaser’s estimate of the security’s future cash flows with the purchase price of the asset.

Net Investment Income. Investment income includes amounts received and accrued in respect of periodic interest (“coupons”) payable to the Company by the issuer of fixed income securities, equity dividends and interest credited on cash and cash equivalents. It also includes amortization of premium and accretion of discount in respect of fixed income securities. Investment income also includes changes in fair value from investments in real estate funds. Investment management and custody fees are charged against net investment income reported in the consolidated statement of operations.

  (d)    Accounting for Derivative Financial Instruments

The Company enters into derivative instruments to manage certain market risks, such as forward exchange contracts used to reduce foreign currency risk relative to the U.S. dollar. The Company records derivative instruments at fair value on the Company’s consolidated balance sheet as either assets or liabilities, depending on their rights and obligations.

The accounting for the gain or loss due to the changes in the fair value of these instruments is dependent on whether the derivative qualifies as a hedge. If the derivative does not qualify as a hedge, the gains or losses are reported in the consolidated statement of operations when they occur and classified within Change in fair value of derivatives. If the derivative qualifies as a hedge, the accounting treatment varies based on the type of risk being hedged. There are two primary types of hedging relationships that may be used for accounting purposes: fair value hedge and cash flow hedge. A fair value hedge is designed to offset changes in the fair value of an underlying asset or liability, and the gain or loss from the hedging instrument offsets the change in fair value of the underlying asset or liability. Under fair value hedge accounting, both the gain or loss from the underlying asset or liability and the gain or loss from the hedging instrument are recognized in earnings in the same period. In contrast, a cash flow hedge is designed to offset changes in cash flows of an underlying asset or liability. The gain or loss from the hedging instrument is initially recognized in other comprehensive income. As the contracts settle, the realized gain or loss is reclassified from other comprehensive income into the consolidated statement of operations.

F-9

The loss portfolio transfer contract includes a funds withheld arrangement that provides a variable interest expense based on Aspen’s investment performance. As a result, this funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative. Since the economic characteristics and risks of an embedded derivative feature are not clearly and closely related to the economic characteristics and risks of the host contract, the embedded derivative is bifurcated and accounted for separately at fair value. The Company records subsequent changes in the embedded derivative fair value in the consolidated statement of operations.

  (e)    Accounting for Intangible Assets

Intangible assets are held in the consolidated balance sheet at cost less amortization and impairment. Amortization applies on a straight-line basis in respect of assets having a finite estimated useful economic life. Finite intangibles are assessed on an annual basis for impairment, or more frequently where circumstances indicate the carrying value may not be recoverable. For intangible assets considered to have an indefinite life, the Company performs a qualitative assessment annually to determine whether it is more likely than not that an intangible asset is impaired. Goodwill is assessed annually for impairment or more frequently if circumstances indicate an impairment may have occurred.

  (f)    Accounting for Office Properties and Equipment

Office properties and equipment are reported at cost less accumulated depreciation. These assets are depreciated on a straight-line basis over the estimated useful lives of the assets. Computer equipment is depreciated between three and five years, furniture and fittings are depreciated over four years and leasehold improvements are depreciated over the lesser of 15 years or the lease term.

IT development costs that are directly associated with the development of identifiable and unique software products and that are anticipated to generate economic benefits exceeding costs beyond one year, are recognized within office properties and equipment. Costs include external consultants’ fees, certain qualifying internal staff costs and other costs incurred to develop software programs. Software is depreciated over their estimated useful life, between three and five years, on a straight-line basis and is subject to impairment testing annually. Depreciation commences when the asset becomes operational. Other non-qualifying costs are expensed as incurred.

  (g)    Accounting for Leases

In the ordinary course of the business, the Company renews and enters into new leases for office real estate and other assets. At the lease inception date, the Company determines whether a contract contains a lease and recognizes operating lease Right-of-use assets and operating lease liabilities based on the present value of future minimum lease payments. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. For all office real estate leases, rent incentives, including reduced-rent and rent free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows.

Right-of-use operating lease assets are reported at cost less accumulated depreciation on the consolidated balance sheet and depreciated over the lease term. The Company does not record office property and equipment leases with an initial term of 12 months or less (short-term) in the Company's consolidated balance sheets. Such short-term leases are expensed through the consolidated statement of operations.

Right-of-use operating lease assets are tested for impairments whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of an asset is impaired, it is reduced to the recoverable amount by an immediate charge to the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

   (h)    Accounting for Foreign Currencies Translation

The functional currency of the Company and its subsidiaries is the U.S. Dollar, which is also the Company’s reporting currency. Transactions in currencies other than the functional currency are measured at the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in non-functional currencies are remeasured at the exchange rate prevailing at the balance sheet date and any resulting foreign exchange gains or losses are reflected in the consolidated statement of operations. Foreign exchange gains or losses related to available for sale investments denominated in non-functional currencies are included within other comprehensive income. Non-monetary assets and liabilities are remeasured to functional currency at historic exchange rates.

F-10

  (i)    Accounting for Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents.

The Company applies a portfolio approach to release the income tax effects in accumulated other comprehensive income. Under this approach, the income tax effects upon the sale of an available for sale debt security, settlement of hedged transactions and upon foreign currency translation adjustments for each period, are determined under the intraperiod tax allocation approach. Any tax effects remaining in accumulated other comprehensive income are only released when the entire portfolio is liquidated, sold or extinguished.

  (j)    Accounting for Preference Shares

The Company had at the balance sheet date in issue three classes of preference shares. The Company has no obligation to pay interest on these securities but they carry entitlements to dividends payable at the discretion of the Board of Directors. In the event of non-payment of dividends for six consecutive periods, holders of preference shares have director appointment rights. The preference shares are therefore accounted for as equity instruments and included within total shareholders’ equity.

 (k)    Accounting for Share-Based Payments and Long-Term Incentive Plans

The Company operates an employee long-term incentive plan, comprised of Performance Units and Exit Units, the terms and conditions of which are described in Note 17. The Company applies a fair-value based measurement method in calculating the compensation costs of Performance Units which are recognized on a straight-line basis over the vesting period.

Certain employees of the Company participate in a Management Equity Plan (“MEP”), comprising stock options to acquire non-voting shares in a related party affiliate of the Company, at no cost to the employee. The terms and conditions of the MEP are described in Note 17. The Company recognizes compensation costs for these awards with performance conditions if, and when, the Company concludes that it is probable that the performance condition(s) will be achieved, over the requisite service period. The Company reviews and evaluates these estimates regularly and will recognise any remaining unrecognised compensation expense as an estimate revision. The stock options vest upon a number of performance conditions; an exit or liquidity event occurring; a two-year cumulative operating income hurdle being achieved over the vesting period; and certain other contractual terms being achieved. The Company applies fair-value based measurement principles to determine grant date values for the stock options. The Company has made an entity-wide accounting election to account for award forfeitures as they occur.

(l)    Accounting for Business Combinations    

The Company accounts for a transaction as a business combination where the assets acquired and liabilities assumed following a transaction constitute a business. An acquired entity must have inputs and processes that make it capable of generating a return or economic benefit to be considered a business. If the assets acquired are not a business, the Company accounts the transaction as an asset acquisition. The Company recognizes and measures at fair value 100 percent of the assets and liabilities of any acquired business. Goodwill is recognized and measured as the difference between the consideration paid or payable less the fair value of assets acquired.

The Company accounts for the disposal of subsidiary undertakings when it ceases to control the subsidiary’s assets and liabilities or the group of assets. A gain or loss is recognized and measured as the difference between the fair value of consideration received or receivable and the value of assets, liabilities and equity components de-recognized, related to that subsidiary or group of assets when deconsolidated.

Costs that are directly related to a business combination transaction are expensed in the periods in which the costs are incurred and the services are received.

F-11

(m)    Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”. This update improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-07 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”. The amendments in this Update provide additional transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments to this Update are effective for annual periods beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-09 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Other accounting pronouncements were issued during the year ended December 31, 2023 which were either not applicable to the Company or did not impact the Company’s consolidated financial statements.

F-12

3.     Segment Reporting

The Company manages its underwriting operations as two business segments: Aspen Reinsurance and Aspen Insurance. The Company has determined its reportable segments by taking into account the manner in which management makes operating decisions and assesses operating performance. Profit or loss for each of the Company’s business segments is measured by underwriting income or loss. Underwriting profit is the excess of net earned premiums over the sum of losses and loss expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.

Reinsurance Segment. The reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance.

For a more detailed description of this business segment, refer to Item 4, “Information on the Company — Business Overview — Aspen Reinsurance” above.

Insurance Segment.  The insurance segment consists of first party insurance, specialty insurance, casualty and liability insurance, and financial and professional lines insurance. Additionally, the insurance segment includes Aspen Underwriting Limited’s participation as a corporate member in Carbon Syndicate 4747 (“Carbon Syndicate”). For a more detailed description of this segment, refer to Item 4 “Information on the Company — Business Overview — Aspen Insurance” above.

Non-underwriting Disclosures. The Company provides additional disclosures for corporate and other (non-operating) income and expenses. Corporate and other income and expenses include: corporate expenses, non-operating expenses, net investment income, net realized and unrealized investment gains or losses, changes in fair value of derivatives, interest expenses, net realized and unrealized foreign exchange gains or losses, and income taxes. These income and expense items are not allocated to the Company’s business segments as they are not directly related to the Company’s business segment operations and is consistent with how management measures the performance of its segments. The Company does not allocate its assets by business segment as we evaluate underwriting results of each segment separately from the results of our investment portfolio.

The Company uses underwriting ratios as measures of performance. The loss ratio is the ratio of losses and loss adjustment expenses to net earned premiums. The acquisition cost ratio is the ratio of acquisition costs to net earned premiums. The general and administrative expense ratio is the ratio of general and administrative expenses to net earned premiums. The combined ratio is the sum of the loss ratio, the acquisition cost ratio and the general and administrative expense ratio.

F-13

The following tables provide a summary of gross and net written and earned premiums, underwriting income or loss, ratios and reserves for each of the Company’s business segments for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,521.0		$	2,446.6		$	3,967.6
Net written premiums	1,098.0			1,483.9			2,581.9
Gross earned premiums	1,562.0			2,444.8			4,006.8
Net earned premiums	1,154.5			1,460.0			2,614.5
Underwriting Expenses
Losses and loss adjustment expenses	611.1			941.9			1,553.0
Acquisition costs	208.6			171.6			380.2
General and administrative expenses	120.6			233.9			354.5
Underwriting income	214.2			112.6			326.8
Corporate and other expenses (1)							(114.0)
Non-operating expenses (2)							(35.1)
Net investment income							275.7
Realized and unrealized investment gains							75.9
Realized and unrealized investment losses							(61.4)
Change in fair value of derivatives							26.1
Interest expense							(55.2)
Net realized and unrealized foreign exchange (losses)							(36.2)
Income before income taxes							402.6
Income tax benefit							132.1
Net income							$	534.7
Net reserves for loss and loss adjustment expenses	$	1,373.1		$	1,859.7		$	3,232.8
Ratios
Loss ratio	52.9		%	64.5		%	59.4		%
Acquisition cost ratio	18.1			11.8			14.5
General and administrative expense ratio	10.4			16.0			13.6
Expense ratio	28.5			27.8			28.1
Combined ratio	81.4		%	92.3		%	87.5		%

 _______________

(1)Corporate and other expenses includes other income/(expenses), which were previously presented separately.

(2)Non-operating expenses in the twelve months ended December 31, 2023 includes expenses in relation to consulting fees, non-recurring transformation program costs, and other non-recurring costs.

F-14

	Twelve Months Ended December 31, 2022
	Reinsurance			Insurance			Total
	( $ in millions)
Underwriting Revenues
Gross written premiums	$	1,807.0		$	2,531.7		$	4,338.7
Net written premiums	1,426.4			1,469.6			2,896.0
Gross earned premiums	1,617.2			2,370.8			3,988.0
Net earned premiums	1,251.8			1,436.9			2,688.7
Underwriting Expenses
Losses and loss adjustment expenses	770.3			909.7			1,680.0
Acquisition costs	252.4			179.4			431.8
General and administrative expenses	142.5			244.0			386.5
Underwriting income	86.6			103.8			190.4
Corporate expenses							(71.7)
Non-operating expenses (1)							(36.0)
Net investment income							188.1
Realized and unrealized investment gains							5.0
Realized and unrealized investment losses							(182.6)
Change in fair value of derivatives							(80.5)
Interest expense							(43.7)
Net realized and unrealized foreign exchange gains							15.9
Other income							8.2
Other expenses							(20.1)
(Loss) before income taxes							(27.0)
Income tax benefit							78.1
Net income							$	51.1
Net reserves for loss and loss adjustment expenses	$	1,360.7		$	1,452.5		$	2,813.2
Ratios
Loss ratio	61.5		%	63.3		%	62.5		%
Acquisition cost ratio	20.2			12.5			16.1
General and administrative expense ratio	11.4			17.0			14.4
Expense ratio	31.6			29.5			30.5
Combined ratio	93.1		%	92.8		%	93.0		%

 ________________

(1)Non-operating expenses in the twelve months ended December 31, 2022 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

F-15

	Twelve Months Ended December 31, 2021
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,597.0		$	2,341.4		$	3,938.4
Net written premiums	1,199.0			1,388.7			2,587.7
Gross earned premiums	1,479.2			2,139.1			3,618.3
Net earned premiums	1,118.8			1,291.7			2,410.5
Underwriting Expenses
Losses and loss adjustment expenses	705.2			988.1			1,693.3
Acquisition costs	221.6			192.5			414.1
General and administrative expenses	121.3			211.8			333.1
Underwriting income/(loss)	70.7			(100.7)			(30.0)
Corporate expenses							(64.3)
Non-operating expenses (1)							(20.6)
Net investment income							147.5
Realized and unrealized investment gains							56.2
Realized and unrealized investment losses							(47.4)
Change in fair value of derivatives							(35.9)
Interest expense							(14.3)
Net realized and unrealized foreign exchange gains							40.0
Other income							14.7
Other expenses							(10.8)
Income before income taxes							35.1
Income tax (expense)							(5.3)
Net income							$	29.8
Net reserves for loss and loss adjustment expenses	$	2,148.4		$	2,165.3		$	4,313.7
Ratios
Loss ratio	63.0		%	76.5		%	70.2		%
Acquisition cost ratio	19.8			14.9			17.2
General and administrative expense ratio	10.8			16.4			13.8
Expense ratio	30.6			31.3			31.0
Combined ratio	93.6		%	107.8		%	101.2		%

_______________

(1)Non-operating expenses in the twelve months ended December 31, 2021 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

F-16

Geographical Areas. The following summary presents the Company’s gross written premiums based on the location of the insured risk for the twelve months ended December 31, 2023, 2022 and 2021.

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Australia/Asia	$	177.8	$	257.5	$	275.8
Europe	179.4		194.5		140.6
United Kingdom & Ireland	532.5		485.8		393.2
United States & Canada (1)	2,472.0		2,715.7		2,301.8
Worldwide excluding United States (2)	28.8		24.2		31.5
Worldwide including United States (3)	417.2		541.7		592.2
Other (4)	159.9		119.3		203.3
Total	$	3,967.6	$	4,338.7	$	3,938.4

 ______________

(1)    “United States and Canada” comprises individual policies that insure risks specifically in the United States and/or Canada, but not elsewhere.

(2)    “Worldwide excluding the United States” consists of individual policies that insure global risks with the specific exclusion of the United States.

(3)    “Worldwide including the United States” consists of individual policies that insure global risks with the specific inclusion of the United States.

(4)    “Other” comprises individual policies that insure risk in other countries including, but not limited to, the Caribbean, South America and Middle East.

4.     Investments

Income Statement

Net investment income.  The following table summarizes investment income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Fixed income securities — Available for sale	$	115.7	$	95.6	$	87.2
Fixed income securities — Trading	98.9		57.0		30.2
Short-term investments — Available for sale	5.3		0.6		0.1
Short-term investments — Trading	0.3		0.1		—
Fixed term deposits (included in cash and cash equivalents)	39.9		6.6		0.7
Catastrophe bonds — Trading	0.2		0.3		0.9
Privately-held investments — Available for sale	0.1		—		—
Privately-held investments — Trading	44.7		24.3		18.2
Other investments, at fair value (1)	(17.8)		13.9		21.9
Total	287.3		198.4		159.2
Investment expenses	(11.6)		(10.3)		(11.7)
Net investment income	$	275.7	$	188.1	$	147.5

_____________

(1)    Other investments primarily represent the Company’s investments in investment funds. The amount reported represents the change in fair value of the investments in the period.

F-17

The following table summarizes the net realized and unrealized investment gains and losses recorded in the consolidated statement of operations and the change in unrealized gains and losses on investments recorded in other comprehensive income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Available for sale:
Fixed income securities — gross realized gains	$	1.6	$	2.9	$	22.7
Fixed income securities — gross realized (losses)	(41.5)		(58.4)		(3.6)
Short-term investments — gross realized gains	0.6		1.0		2.0
Short-term investments — gross realized (losses)	(0.9)		(0.5)		(0.8)
Net change in expected credit gains/(losses)	4.8		(5.0)		(2.5)
Trading:
Fixed income securities — gross realized gains	1.0		0.2		12.2
Fixed income securities — gross realized (losses)	(3.5)		(1.8)		(2.0)
Short-term investments — gross realized gains	0.1		—		0.1
Short-term investments — gross realized (losses)	(0.3)		—		(0.3)
Privately-held investments — gross realized gains	0.8		0.7		0.6
Privately-held investments — gross realized (losses)	—		(0.1)		(13.8)
Privately-held investments — net unrealized (losses)/gains	(15.2)		(2.5)		18.1
Catastrophe bonds — net unrealized gains/(losses)	0.1		0.2		(0.8)
Fixed income securities — net unrealized gains/(losses)	65.9		(113.9)		(23.4)
Investments — equity method:
Gross realized and unrealized gains in MVI	0.2		—		0.1
Gross unrealized gains/(losses) in Multi-Line Reinsurer	0.8		(0.4)		0.2
Total net realized and unrealized investment gains/(losses) recorded in the consolidated statement of operations	$	14.5	$	(177.6)	$	8.8
Change in available for sale net unrealized gains/(losses):
Available for sale investments	$	126.2	$	(391.7)	$	(157.6)
Income tax (expense)/benefit	(20.6)		23.9		(0.3)
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income	$	105.6	$	(367.8)	$	(157.9)

F-18

Balance Sheet

Fixed Income Securities, Short-Term Investments and Privately-Held Investments — Available For Sale.  The following tables present the cost or amortized cost, gross unrealized gains and losses and estimated fair market value of available for sale investments in fixed income securities, short-term investments and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses (1)		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,224.9	$	4.4	$	(26.7)	$	—	$	1,202.6
U.S. agency	7.5		—		(0.3)		—		7.2
Municipal	133.6		—		(5.0)		(0.5)		128.1
Corporate	2,051.1		12.1		(101.5)		(2.4)		1,959.3
Non-U.S. government-backed corporate	106.5		0.1		(5.9)		—		100.7
Non-U.S. government	279.9		0.6		(6.7)		—		273.8
Agency commercial mortgage-backed	6.6		—		(0.8)		—		5.8
Agency residential mortgage-backed	519.9		0.1		(74.9)		—		445.1
Total fixed income securities — Available for sale	4,330.0		17.3		(221.8)		(2.9)		4,122.6
Short-term investments — Available for sale	93.6		—		—		—		93.6
Privately-held investments — Available for sale
Asset-backed securities	14.7		0.2		—		—		14.9
Total Investments — Available for sale	$	4,438.3	$	17.5	$	(221.8)	$	(2.9)	$	4,231.1

_____________

(1)    For more information on the allowance for expected credit losses, refer to Note 25, “Allowance for Expected Credit Losses”.

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,003.7	$	—	$	(50.7)	$	—	$	953.0
U.S. agency	9.2		—		(0.4)		—		8.8
Municipal	159.9		—		(9.4)		(1.0)		149.5
Corporate	2,016.9		3.5		(169.1)		(6.3)		1,845.0
Non-U.S. government-backed corporate	119.4		—		(8.8)		(0.2)		110.4
Non-U.S. government	225.2		0.1		(11.5)		(0.2)		213.6
Non-agency commercial mortgage-backed	6.6		—		(1.0)		—		5.6
Agency mortgage-backed	590.4		—		(87.7)		—		502.7
Total fixed income securities — Available for sale	4,131.3		3.6		(338.6)		(7.7)		3,788.6
Short-term investments — Available for sale	52.4		—		(0.4)		—		52.0
Total Investments — Available for sale	$	4,183.7	$	3.6	$	(339.0)	$	(7.7)	$	3,840.6

F-19

Fixed Income Securities, Short-Term Investments, Equities, Catastrophe Bonds and Privately-Held Investments — Trading.  The following tables present the cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of trading investments in fixed income securities, short-term investments, catastrophe bonds and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	248.7	$	0.5	$	(3.7)	$	245.5
Municipal	3.3		—		(0.2)		3.1
Corporate	178.8		0.7		(8.0)		171.5
High yield loans	90.8		1.3		—		92.1
Non-U.S. government-backed corporate	8.6		—		(0.3)		8.3
Non-U.S. government	35.8		0.1		(1.1)		34.8
Asset-backed	936.0		2.1		(29.9)		908.2
Agency mortgage-backed	25.0		—		(2.8)		22.2
Total fixed income securities — Trading	1,527.0		4.7		(46.0)		1,485.7
Short-term investments — Trading	2.1		—		—		2.1
Catastrophe bonds — Trading	1.6		—		—		1.6
Privately-held investments — Trading
Commercial mortgage loans	293.2		1.0		(19.3)		274.9
Middle market loans and other private debt	85.9		—		(1.1)		84.8
Asset-backed securities	83.1		0.4		(0.6)		82.9
Global corporate securities	14.7		—		(0.3)		14.4
Short-term investments	18.0		—		—		18.0
Total privately-held investments — Trading	494.9		1.4		(21.3)		475.0
Total Investments — Trading	$	2,025.6	$	6.1	$	(67.3)	$	1,964.4

F-20

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	267.9	$	—	$	(6.3)	$	261.6
Municipal	3.9		—		(0.3)		3.6
Corporate	175.3		0.3		(13.5)		162.1
High yield loans	90.2		0.2		(2.1)		88.3
Non-U.S. government-backed corporate	12.2		—		(0.6)		11.6
Non-U.S. government	32.2		—		(1.8)		30.4
Asset-backed	970.3		0.2		(74.0)		896.5
Agency mortgage-backed	24.7		—		(3.3)		21.4
Total fixed income securities — Trading	1,576.7		0.7		(101.9)		1,475.5
Short-term investments — Trading	6.3		—		—		6.3
Catastrophe bonds — Trading	5.1		—		(2.2)		2.9
Privately-held investments — Trading
Commercial mortgage loans	312.6		0.6		(1.1)		312.1
Middle market loans and other private debt	109.0		—		(2.1)		106.9
Asset-backed securities	68.8		—		(2.0)		66.8
Global corporate securities	15.1		—		(0.1)		15.0
Equity securities	6.6		—		—		6.6
Short-term investments	25.6		—		—		25.6
Total privately-held investments — Trading	537.7		0.6		(5.3)		533.0
Total Investments — Trading	$	2,125.8	$	1.3	$	(109.4)	$	2,017.7

Catastrophe bonds. The Company has invested in catastrophe bonds with a total value of $1.6 million as at December 31, 2023 (December 31, 2022 — $2.9 million). The bonds are either zero-coupon notes or receive quarterly interest payments based on variable interest rates with scheduled maturities ranging from 2024 to 2026. The redemption value of the bonds will adjust based on the occurrence or aggregate occurrence of a covered event, such as windstorms and earthquakes in the United States, Canada, the North Atlantic, South America, Europe, Japan or Australia.

Privately-held investments. The Company has invested in privately-held investments, which primarily include commercial mortgage loans of $274.9 million and middle market loans and other private debt of $84.8 million as at December 31, 2023 (December 31, 2022 — commercial mortgage loans of $312.1 million; middle market loans and other private debt of $106.9 million). Privately-held investments also includes investments in asset-backed securities, global corporate securities, and other short term investments.

Commercial Mortgage Loans. The commercial mortgage loans are related to investments in properties including apartments, hotels, office and retail buildings, other commercial properties and industrial properties. The commercial mortgage loan portfolio is diversified by property type, geographic region and issuer to reduce risks. As part of our investment process, we evaluate factors such as size, property type, and security to determine that properties are performing at a consistent and acceptable level to secure the related debt. 

Middle Market Loans and Other Private Debt. The middle market loans are investments in senior secured loan positions with full covenants, focused on the middle market in both U.S., Europe and the Caribbean. The other private debt consists of debt securities issued to private investment funds. The middle market loan and other private debt portfolio is diversified by industry type, geographic region and issuer to reduce risks. As part of our investment process, we evaluate factors such as size, industry and security to determine that loans are performing at a consistent and acceptable level to secure the related debt.

Asset-backed securities. Asset-backed securities represent interests in underlying pools of diversified referenced assets that are collateralized and backed by future cash flows and these securities are performing.

Global corporate securities. The global corporates portfolio consists of debt securities with a non-U.S. debt issuer.

F-21

Investments — Equity Method. In January 2015, the Company, along with seven other insurance companies, established a micro-insurance venture consortium and micro-insurance incubator (“MVI”) domiciled in Bermuda. The MVI is a social impact organization that provides micro-insurance products to assist global emerging consumers. In March 2021, the Company committed an additional $0.8 million equity contribution to MVI over a 2 year period and paid $0.4 million in the period ending December 31, 2022.

On January 1, 2017, the Company purchased through its wholly-owned subsidiary, Aspen U.S. Holdings, Inc. (“Aspen U.S. Holdings”), a 49% share of Digital Risk Resources, LLC (“Digital Re”), a U.S.-based enterprise engaged in the business of developing, marketing and servicing turnkey information security and privacy liability insurance products for a total consideration of $2.3 million. The investment is accounted for under the equity method and adjustments to the carrying value of this investment are made based on the Company’s share of capital, including share of income and expenses.

On December 23, 2019, the Company committed $5.0 million as an equity investment in the holding company of a multi-line reinsurer. The strategy for the multi-line reinsurer is to combine a diversified reinsurance business, focused primarily on long-tailed lines of property and casualty business and, potentially to a lesser extent, life business, with a diversified investment strategy. During the period ending December 31, 2023, $0.4 million (December 31, 2022 — $1.6 million) of capital was invested in the multi-line reinsurer.

The table below shows the Company’s investments in MVI, Multi-Line Reinsurer and Digital Re for the twelve months ended December 31, 2023 and 2022:

	MVI		Multi-Line Reinsurer		Digital Re		Total
	($ in millions)
Opening undistributed value of investment as at January 1, 2023	$	0.8	$	5.2	$	0.2	$	6.2
Investment in the period	—		0.4		—		0.4
Distribution received	—		—		—		—
Unrealized gain for the twelve months to December 31, 2023	0.2		0.8		—		1.0
Closing value of investment as at December 31, 2023	1.0		6.4		0.2		7.6
Opening undistributed value of investment as at January 1, 2022	$	0.5	$	3.2	$	0.2	$	3.9
Investment in the period	0.4		1.6		—		2.0
Distribution received	—		—		—		—
Unrealized (loss)/gain for the twelve months to December 31, 2022	(0.1)		0.4		—		0.3
Closing value of investments at December 31, 2022	$	0.8	$	5.2	$	0.2	$	6.2

Other Investments. On December 20, 2017, the Company committed to, and during 2018 invested $100.0 million as a limited partner to a real estate fund, classified as other investments. As at December 31, 2023, the current fair value of the fund is $117.1 million (2022 — $134.6 million).

During 2020, the Company committed $10.5 million as a limited partner to a related party managed lending fund. The partnership was established to provide direct lending to large corporate borrowers. On April 1, 2021, the Company committed an additional $2.8 million to the fund. As at December 31, 2023, the current fair value of the fund is $15.9 million (2022 — $12.7 million) and the unfunded commitment is $1.1 million.

On April 1, 2021, the Company established pledge accounts with its custodian bank for the ability to obtain liquidity and funding services provided by a U.S. co-operative bank, which provides liquidity and funding to its insurance member institutions. As at December 31, 2023, the fair value of the Company’s member shares in the bank is $1.7 million (2022 — $1.3 million).

F-22

On September 30, 2021, the Company committed $20.0 million as a limited partner to a third-party managed real estate fund. The Partnership was established to make equity and equity related investments in multifamily and other commercial real estate properties located in the United States and its territories, with the goal of generating superior risk-adjusted returns. The Partnership seeks to acquire commercial real estate assets including real estate assets (or interests therein) that may have management or operational problems and require improvements or lack sufficient capital, including mortgage loans and development or redevelopment properties. On April 1, 2022, the Company committed an additional $10.0 million to the fund. As at December 31, 2023, the current fair value of the fund is $39.8 million (2022 — $40.6 million) and the unfunded commitment is $2.2 million.

On April 1, 2022, the Company committed $30.0 million as a limited partner to a related party managed real estate fund. The Partnership was established to pursue investment opportunities to acquire, recapitalize, restructure and reposition real estate assets, portfolios and companies primarily in the United States. As at December 31, 2023, the current fair value of the fund is $23.9 million (2022 — $25.3 million)and the unfunded commitment is $4.1 million.

On May 5, 2022, the Company committed $15.0 million as a limited partner to a third-party managed infrastructure fund. The Partnership was established to make investments in value added infrastructure investments in environmental services, transportation, communications and digital, energy/energy transition and other infrastructure sectors primarily in North America. As at December 31, 2023, the current fair value of the fund is $10.8 million (2022 — $8.2 million) and the unfunded commitment is $4.0 million.

On August 31, 2023, the Company committed £7.0 million as a limited partner to a third-party managed debt fund. The fund will focus on three core sectors - health and social care, affordable housing, and social infrastructure. The fund will invest across the U.K., focusing on areas of poverty and deprivation. The fund provides fixed-rate loans typically backed by property assets. Borrowers will be established, socially impactful organizations, with a history of profitable revenue generation. As at December 31, 2023, the current fair value of the fund is $0.1 million (2022 — $Nil) and the unfunded commitment is £6.9 million.

As at December 31, 2023, the aggregate current fair value of the investment funds described above is $209.3 million (2022 — $221.3 million).

For further information on the investment funds, refer to Note 21(a) in these consolidated financial statements, “Commitments and Contingent Liabilities.”

F-23

Fixed Income Securities, Short-Term Investments and Privately-Held Investments — Available for sale.  The scheduled maturity distribution of the Company’s available for sale securities as at December 31, 2023 and December 31, 2022 is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

	As at December 31, 2023
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	512.0	$	505.8
Due after one year through five years	2,889.0		2,818.9
Due after five years through ten years	495.1		440.3
Due after ten years	15.7		15.2
	3,911.8		3,780.2
Agency commercial mortgage-backed	6.6		5.8
Agency residential mortgage-backed	519.9		445.1
Total Investments — Available for sale	$	4,438.3	$	4,231.1

	At December 31, 2022
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	231.5	$	228.0
Due after one year through five years	2,526.9		2,385.7
Due after five years through ten years	815.1		707.7
Due after ten years	13.2		10.9
	3,586.7		3,332.3
Non-agency commercial mortgage-backed	6.6		5.6
Agency mortgage-backed	590.4		502.7
Total Investments — Available for sale	$	4,183.7	$	3,840.6

Guaranteed Investments. As at December 31, 2023 and December 31, 2022, the Company held no investments which are guaranteed by mono-line insurers, excluding those with explicit government guarantees. The Company’s exposure to other third-party guaranteed debt is primarily to investments backed by non-U.S. government guaranteed issuers.

F-24

Gross unrealized losses, available for sale. The following tables summarize, by type of security, the aggregate fair value and gross unrealized loss by length of time the security has been in an unrealized loss position for the Company’s available for sale portfolio as at December 31, 2023 and December 31, 2022:

	December 31, 2023
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	105.5	$	(0.5)	$	673.3	$	(26.2)	$	778.8	$	(26.7)	74
U.S. agency	—		—		7.2		(0.3)		7.2		(0.3)		1
Municipal	11.1		(1.0)		117.0		(4.0)		128.1		(5.0)		54
Corporate	46.7		(0.4)		1,287.2		(101.1)		1,333.9		(101.5)		558
Non-U.S. government-backed corporate	0.2		—		95.5		(5.9)		95.7		(5.9)		12
Non-U.S. government	32.9		(0.2)		180.1		(6.5)		213.0		(6.7)		53
Agency commercial mortgage-backed	—		—		5.8		(0.8)		5.8		(0.8)		1
Agency residential mortgage-backed	0.1		—		435.9		(74.9)		436.0		(74.9)		197
Total	$	196.5	$	(2.1)	$	2,802.0	$	(219.7)	$	2,998.5	$	(221.8)	950

	December 31, 2022
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	741.1	$	(30.6)	$	203.4	$	(20.1)	$	944.5	$	(50.7)	118
U.S. agency	7.1		(0.4)		1.7		—		8.8		(0.4)		5
Municipal	133.1		(7.1)		16.4		(2.3)		149.5		(9.4)		59
Corporate	1,104.7		(77.6)		568.2		(91.5)		1,672.9		(169.1)		701
Non-U.S. government-backed corporate	11.3		(0.5)		99.0		(8.3)		110.3		(8.8)		16
Non-U.S. government	63.8		(2.9)		135.9		(8.6)		199.7		(11.5)		45
Non-agency commercial mortgage-backed securities	5.6		(1.0)		—		—		5.6		(1.0)		1
Agency mortgage-backed	202.8		(24.9)		299.1		(62.8)		501.9		(87.7)		220
Total fixed income securities — Available for sale	2,269.5		(145.0)		1,323.7		(193.6)		3,593.2		(338.6)		1,165
Total short-term investments — Available for sale	51.9		(0.4)		—		—		51.9		(0.4)		1
Total	$	2,321.4	$	(145.4)	$	1,323.7	$	(193.6)	$	3,645.1	$	(339.0)	1,166

At December 31, 2023, 950 available for sale securities were in an unrealized loss position of $221.8 million, of which $1.2 million was related to securities below investment grade or not rated.

The unrealized losses of $221.8 million were due to non-credit factors and are expected to be recovered as the related securities approach maturity. The Company does not intend to sell the securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

F-25

5.     Variable Interest Entities

As at December 31, 2023, the Company held an investment in one (December 31, 2022 — one) variable interest entity (“VIE”), namely Peregrine Reinsurance Ltd (“Peregrine”).

Peregrine. In November 2016, Peregrine, a subsidiary of the Company, was registered as a segregated accounts company under the Segregated Accounts Companies Act 2000, as amended. As at December 31, 2023, Peregrine had six segregated accounts which were funded by third-party investors, which are not consolidated, and two segregated accounts which are funded by Aspen and are consolidated within the financial statements.

The Company has determined that Peregrine has the characteristics of a VIE as addressed by the guidance in ASC 810, Consolidation. The six segregated accounts have not been consolidated as part of the Company’s consolidated financial statements because the Company is not the primary beneficiary of those accounts. The Company has, however, concluded that it is the primary beneficiary of the Peregrine general fund and, similar to prior reporting periods, the results of the Peregrine general fund are included in the Company’s consolidated financial statements. 

.

6.     Fair Value Measurements

The Company’s estimates of fair value for financial assets and liabilities are based on the framework established in the fair value accounting guidance included in ASC Topic 820, “Fair Value Measurements and Disclosures.” The framework prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or liability, into three levels.

The Company considers prices for actively traded securities to be derived based on quoted prices in an active market for identical assets, which are Level 1 inputs in the fair value hierarchy. The majority of these securities are valued using prices supplied by pricing services.

The Company considers prices for other securities that may not be as actively traded which are priced via pricing services, vendors and broker-dealers, or with reference to interest rates and yield curves, to be derived based on inputs that are observable for the asset, either directly or indirectly, which are Level 2 inputs in the fair value hierarchy. The majority of these securities are also valued using prices supplied by pricing services.

The Company considers securities, other financial instruments, privately-held investments and derivative insurance contracts subject to fair value measurement whose valuation is derived by internal valuation models to be based largely on unobservable inputs, which are Level 3 inputs in the fair value hierarchy.

F-26

The following tables present the level within the fair value hierarchy at which the Company’s financial assets and liabilities are measured on a recurring basis as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	1,202.6	$	—	$	—	$	1,202.6
U.S. agency	—		7.2		—		7.2
Municipal	—		128.1		—		128.1
Corporate	—		1,959.3		—		1,959.3
Non-U.S. government-backed corporate	—		100.7		—		100.7
Non-U.S. government	200.4		73.4		—		273.8
Agency commercial mortgage-backed	—		5.8		—		5.8
Agency residential mortgage-backed	—		445.1		—		445.1
Total fixed income securities available for sale, at fair value	1,403.0		2,719.6		—		4,122.6
Short-term investments available for sale, at fair value	86.7		6.9		—		93.6
Privately-held investments available for sale, at fair value	—		—		14.9		14.9
Held for trading financial assets, at fair value
U.S. government	245.5		—		—		245.5
Municipal	—		3.1		—		3.1
Corporate	—		171.5		—		171.5
Non-U.S. government-backed corporate	—		8.3		—		8.3
High yield loans	—		92.1		—		92.1
Non-U.S. government	13.0		21.8		—		34.8
Asset-backed	—		908.2		—		908.2
Agency mortgage-backed	—		22.2		—		22.2
Total fixed income securities trading, at fair value	258.5		1,227.2		—		1,485.7
Short-term investments trading, at fair value	0.2		1.9		—		2.1
Catastrophe bonds trading, at fair value	—		1.6		—		1.6
Privately-held investments trading, at fair value	—		—		475.0		475.0
Other investments (1)	—		—		—		209.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		31.7		—		31.7
Derivative liabilities — foreign exchange contracts	—		(9.3)		—		(9.3)
Derivative liabilities — loss portfolio transfer(2)	—				(16.5)		(16.5)
Total	1,748.4		3,979.6		473.4		6,410.7

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

F-27

	At December 31, 2022
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	953.0	$	—	$	—	$	953.0
U.S. agency	—		8.8		—		8.8
Municipal	—		149.5		—		149.5
Corporate	—		1,845.0		—		1,845.0
Non-U.S. government-backed corporate	—		110.4		—		110.4
Non-U.S. government	145.3		68.3		—		213.6
Non-agency commercial mortgage-backed	—		5.6		—		5.6
Agency mortgage-backed	—		502.7		—		502.7
Total fixed income securities available for sale, at fair value	1,098.3		2,690.3		—		3,788.6
Short-term investments available for sale, at fair value	51.9		0.1		—		52.0
Held for trading financial assets, at fair value
U.S. government	261.6		—		—		261.6
Municipal	—		3.6		—		3.6
Corporate	—		162.1		—		162.1
Non-U.S. government-backed corporate	—		11.6		—		11.6
High yield loans	—		88.3		—		88.3
Non-U.S. government	10.6		19.8		—		30.4
Asset-backed	—		896.5		—		896.5
Agency mortgage-backed	—		21.4		—		21.4
Total fixed income securities trading, at fair value	272.2		1,203.3		—		1,475.5
Short-term investments trading, at fair value	6.3		—		—		6.3
Catastrophe bonds trading, at fair value	—		2.9		—		2.9
Privately-held investments	—		—		533.0		533.0
Other investments (1)	—		—		—		221.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		56.2		—		56.2
Derivative liabilities — foreign exchange contracts	—		(3.2)		—		(3.2)
Derivative liabilities — loss portfolio transfer(2)	—		—		(31.7)		(31.7)
Total	$	1,428.7	$	3,949.6	$	501.3	$	6,100.9

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

Transfers of assets into or out of a particular level are recorded at their fair values as of the end of each reporting period consistent with the date of the determination of fair value. During the twelve months ended December 31, 2023, $12.1 million was transferred out of Level 3 and $5.3 million transferred into Level 3 (December 31, 2022 —$Nil was transferred in or out of Level 3). The transfers out of Level 3, and into Level 2, was due to the availability of observable market inputs.

F-28

The following table presents a reconciliation of the beginning and ending balances for all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the twelve months ended December 31, 2023 and December 31, 2022:

Twelve Months Ended December 31, 2023	Balance at beginning of year		Purchases and issuances		Transfers in		Transfers (out)		Settlements and sales		Increase/(decrease) in fair value included in net income(1) / OCI (2)		Balance at end of year		Change in unrealized gains (losses) relating to assets held at end of year (1) (2)
Assets
Privately-held investments — available for sale
Asset-backed securities	$	—	$	14.7	$	—	$	—	$	—	$	0.2	$	14.9	$	0.2
Privately-held investments — trading
Commercial mortgage loans	$	312.1	$	40.6	$	—	$	—	$	(61.5)	$	(16.3)	$	274.9	$	(17.9)
Middle market loans and other private debt	106.9		18.3		—		—		(41.9)		1.5		84.8		0.5
Asset-backed securities	66.8		21.9		5.3		(5.5)		(7.6)		2.0		82.9		1.7
Global corporate securities	15.0		—		—		—		(0.4)		(0.2)		14.4		(0.2)
Equity securities	6.6		—		—		(6.6)		—		—		—		—
Short-term investments	25.6		18.2		—		—		(25.8)		—		18.0		—
Total Level 3 assets	$	533.0	$	113.7	$	5.3	$	(12.1)	$	(137.2)	$	(12.8)	$	489.9	$	(15.7)
Liabilities
Derivative liabilities — loss portfolio transfer	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Total Level 3 liabilities	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Twelve Months Ended December 31, 2022
Assets
Privately-held investments — trading
Commercial mortgage loans	$	211.5	$	215.7	$	—	$	—	$	(113.1)	$	(2.0)	$	312.1	$	(0.5)
Middle market loans and other private debt	65.3		61.8		—		—		(19.3)		(0.9)		106.9		(2.1)
Asset-backed securities	26.7		54.5		—		—		(12.6)		(1.8)		66.8		(2.0)
Global corporate securities	—		15.1		—		—		—		(0.1)		15.0		—
Equity securities	3.6		5.5		—		—		(2.4)		(0.1)		6.6		—
Short-term investments	—		25.6		—		—		—		—		25.6		—
Total Level 3 assets	$	307.1	$	378.2	$	—	$	—	$	(147.4)	$	(4.9)	$	533.0	$	(4.6)
Liabilities
Derivative liabilities — loss portfolio transfer	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—
Total Level 3 liabilities	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—

F-29

______________

(1) Increases/(decreases) in the fair value of privately-held investments - trading are included in realized and unrealized investment losses in the consolidated statements of operations and other comprehensive (loss). Increases/(decreases) in the fair value of derivative liabilities - loss portfolio transfer are included within change in fair value of derivatives in the consolidated statements of operations and other comprehensive (loss).

(2) Increases/(decreases) in the fair value of privately-held investments - available for sale are included in other comprehensive income (“OCI”).

Valuation of Fixed Income Securities.  The Company’s fixed income securities are classified as either available for sale or trading and are reported at fair value. As at December 31, 2023 and December 31, 2022, the Company’s fixed income securities were valued by pricing services or broker-dealers using standard market conventions. The market conventions utilize market quotations, market transactions in comparable instruments and various relationships between instruments including, but not limited to, yield to maturity, dollar prices and spread prices in determining value.

Independent Pricing Services. The underlying methodology used to determine the fair value of securities in the Company’s available for sale and trading portfolios is by the pricing services. Pricing services will gather observable pricing inputs from multiple external sources, including buy and sell-side contacts and broker-dealers, in order to develop their internal prices.

Pricing services provide pricing for less complex, liquid securities based on market quotations in active markets. Pricing services supply prices for a broad range of securities including those for actively traded securities, such as Treasury and other Government securities, in addition to those that trade less frequently or where valuation includes reference to credit spreads, pay down and pre-pay features and other observable inputs. These securities include Government agency, municipals, corporate and asset-backed securities.

For securities that may trade less frequently or do not trade on a listed exchange, these pricing services may use matrix pricing consisting of observable market inputs to estimate the fair value of a security. These observable market inputs include reported trades, benchmark yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic factors. Additionally, pricing services may use a valuation model such as an option adjusted spread model commonly used for estimating fair values of mortgage-backed and asset-backed securities. The Company does not derive dollar prices using an index as a pricing input for any individual security.

Broker-Dealers. The Company obtains quotes from broker-dealers who are active in the corresponding markets when prices are unavailable from independent pricing services or index providers. Generally, broker-dealers value securities through their trading desks based on observable market inputs. Their pricing methodologies include mapping securities based on trade data, bids or offers, observed spreads and performance of newly issued securities. They may also establish pricing through observing secondary trading of similar securities. Quotes from broker-dealers are non-binding.

The Company obtains prices for all of its fixed income investment securities via its third-party accounting service provider, and in the majority of cases receiving a number of quotes so as to obtain the most comprehensive information available to determine a security’s fair value. A single valuation is applied to each security based on the vendor hierarchy maintained by the Company’s third-party accounting service provider.

As at December 31, 2023, the Company obtained an average of 2.9 quotes per fixed income investment compared to 2.9 quotes at December 31, 2022.

The Company, in conjunction with its third-party accounting service provider, obtains an understanding of the methods, models and inputs used by the third-party pricing service and index providers to assess the ongoing appropriateness of vendors’ prices. The Company and its third-party accounting service provider also have controls in place to validate that amounts provided represent fair values. Processes to validate and review pricing include, but are not limited to:

•quantitative analysis (e.g., comparing the quarterly return for each managed portfolio to its target benchmark, with significant differences identified and investigated);

•comparison of market values obtained from pricing services and broker-dealers against alternative price sources for each security where further investigation is completed when significant differences exist for pricing of individual securities between pricing sources;

•initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and

•comparison of the fair value estimates to the Company’s knowledge of the current market.

Prices obtained from pricing services and broker-dealers are not adjusted by us; however, prices provided by a pricing service, or broker-dealer in certain instances may be challenged based on market or information available from internal sources, including those available to the Company’s third-party investment accounting service provider. Subsequent to any challenge,

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revisions made by the pricing service or broker-dealer to the quotes are supplied to the Company’s investment accounting service provider.

Management reviews the vendor hierarchy maintained by the Company’s third-party accounting service provider in order to determine which price source provides the most appropriate fair value (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 level assigned to each security in the Company’s available for sale and trading portfolios is based upon its assessment of the transparency and reliability of the inputs used in the valuation as of the measurement date. The hierarchy of pricing services is determined using various qualitative and quantitative points arising from reviews of the vendors conducted by the Company’s third-party accounting service provider. Vendor reviews include annual due diligence meetings with index providers and pricing services vendors covering valuation methodology, operational walkthroughs and legal and compliance updates.

Fixed Income Securities. Fixed income securities are traded on the over-the-counter (“OTC”) market based on prices provided by one or more market makers in each security. Securities such as U.S. Government, U.S. Agency, Non-U.S. Government and investment grade corporate bonds have multiple market makers in addition to readily observable market value indicators such as expected credit spread, except for Treasury securities, over the yield curve. The Company uses a variety of pricing sources to value fixed income securities including those securities that have pay down/prepay features such as mortgage-backed securities and asset-backed securities in order to ensure fair and accurate pricing. The fair value estimates for the investment grade securities in the Company’s portfolio do not use significant unobservable inputs or modeling techniques.

U.S. Government and Agency Securities. U.S. government and agency securities consist primarily of bonds issued by the U.S. Treasury and corporate debt issued by agencies such as the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal Home Loan Bank. As the fair values of U.S. Treasury securities are based on unadjusted market prices in active markets, they are classified within Level 1. The fair values of U.S. government agency securities are priced 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.

Municipal Securities. The Company’s municipal portfolio consist of bonds issued by U.S. domiciled state and municipality entities. The fair value of these securities is determined using spreads obtained from broker-dealers, trade prices and the new issue market which are Level 2 inputs in the fair value hierarchy. Consequently, these securities are classified within Level 2.

Non-U.S. Government. The issuers for securities in this category are non-U.S. governments and their agents including, but not limited to, the U.K., Australia, Canada, France and Germany. The fair values of certain non-U.S. government bonds, primarily sourced from international indices, are based on unadjusted market prices in active markets and are therefore classified within Level 1. The remaining non-U.S. government bonds are classified within Level 2 as they are not actively traded. The fair values of the non-U.S. agency securities, again primarily sourced from international indices, are priced 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 non-U.S. agency securities are classified within Level 2. In addition, foreign government securities include a portion of the Emerging Market Debt (“EMD”) portfolio which is also classified within Level 2.

Corporate. Corporate securities consist primarily of short-term, medium-term and long-term debt issued by U.S. and foreign corporations covering a variety of industries and are generally priced by index providers and pricing vendors. Some issuers may participate in government programs which guarantee timely payment of principal and interest in the event of a default. The fair values of these securities are generally determined using the spread above the risk-free yield curve. Inputs used in the evaluation of these securities include credit data, interest rate data, market observations and sector news, broker-dealer quotes and trade volumes. In addition, corporate securities include a portion of the EMD portfolio. The Company classifies these securities within Level 2.

Mortgage-backed Securities. Residential and commercial mortgage-backed securities consist of bonds issued by the Government National Mortgage Association, the FNMA and the FHLMC. The fair values of these securities are determined through the use of a pricing model (including Option Adjusted Spread) which uses prepayment speeds and spreads to determine the appropriate average life of the mortgage-backed security. These spreads are generally obtained from broker-dealers, trade prices and the new issue market. As the significant inputs used to price mortgage-backed securities are observable market inputs, these securities are classified within Level 2.

Asset-backed securities. Asset-backed securities are securities backed by notes or receivables against assets other than real estate. The underlying collateral for the Company’s asset-backed securities consists mainly of student loans, automobile loans and credit card receivables. These securities are primarily priced by index providers and pricing vendors. Inputs to the valuation process include broker-dealer quotes and other available trade information, prepayment speeds, interest rate data and credit spreads. The Company classifies these securities within Level 2.

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Short-term investments.  Short-term investments consist of highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase. Short-term investments are classified as either trading or available for sale according to the facts and circumstances of the investment held. Short-term investments are valued in a manner similar to the Company’s fixed maturity investments and are classified within Levels 1 and 2.

Privately-Held Investments. Privately-held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models. These models include inputs that are specific to each investment. The inputs used in the fair value measurements include dividend or interest rates and appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these securities. A significant increase (decrease) in this input in isolation could result in significantly lower (higher) fair value measurement for privately-held investments. In order to assess the reasonableness of the inputs the Company uses in the discounted cash flow models, the Company maintains an understanding of current market conditions, issuer specific information that may impact future cash flows as well as collaboration with independent vendors for most securities to assess the reasonableness of the discount rate being used.

Commercial mortgage loans. Commercial mortgage loans consists of investments in properties including apartments, hotels, office and retail buildings, other commercial properties and industrial properties. The commercial mortgage loan portfolio is diversified by property type, geographic region and issuer to reduce risks. Commercial Mortgage Loans are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Middle market loans and other private debt. The middle market loans consist of investments in senior secured loan positions with full covenants, focused on the middle market in both U.S., Europe and the Caribbean. The other private debt consists of debt securities issued to private investment funds. The middle market loan and other private debt portfolio is diversified by industry type, geographic region and issuer to reduce risks. Middle market loans and other private debt are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Asset-backed securities. Asset-backed securities represent interests in underlying pools of diversified referenced assets that are collateralized and backed by future cash flows and these securities are performing. Asset-backed securities are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Global corporate securities. The global corporates portfolio consists of debt securities with a non-U.S. debt issuer. The fair value of these securities are determined by using discounted cash flow models and are classified as Level 3.

Short term investments - privately-held. Short-term investments which are classified as privately-held consist of debt securities with a maturity greater than three months but less than one year from the debt of purchase. Short-term investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

F-32

The following table summarizes the quantitative inputs and assumptions used for financial assets and liabilities investments categorized as Level 3 under the fair value hierarchy as at December 31, 2023:

At December 31, 2023		Fair Value Level 3		Valuation Techniques	Unobservable (U) inputs	Ranges			Weighted Average
	($ in millions)
Privately-held investments — Trading
Commercial mortgage loans		$	274.9	Discounted cash flow	Discount rate	3.8%	—	20.0%	7.7%
Middle market loans and other private debt		84.8		Discounted cash flow	Discount rate	7.7%		18.5%	11.0%
Asset-backed securities		82.9		Discounted cash flow	Discount rate	5.9%	—	9.7%	7.0%
Global corporate securities		14.4		Discounted cash flow	Discount rate	6.6%	—	6.6%	6.6%
Short-term investments		18.0		Discounted cash flow	Discount rate	9.3%		18.5%	9.3%
Privately-held investments — Available for sale
Asset-backed securities		14.9		Transaction value	n/a	n/a		n/a	n/a
Total		$	489.9

Catastrophe Bonds. Catastrophe bonds are variable rate fixed income instruments with redemption values adjusted based on the occurrence of a covered event, usually windstorms and earthquakes. Catastrophe bonds are classified as trading and reported at fair value. Catastrophe bonds are priced using an average of multiple broker-dealer quotes and as such, are considered Level 2. 

Foreign Exchange Contracts.  The foreign exchange contracts which the Company uses to mitigate currency risk are characterized as OTC due to their customized nature and the fact that they do not trade on a major exchange. These instruments trade in a very deep liquid market, providing substantial price transparency and accordingly are classified as Level 2.

Derivative Liabilities - Loss Portfolio Transfer. The LPT embedded derivative is valued using the Black-Scholes model. The two primary inputs of this model are expected claim settlement patterns and expected return of the investment portfolio above a fixed minimum rate over the specified time horizon. The expected claim settlement pattern is determined on an actuarial basis for the cohort of business within scope of the LPT and is consistent with the patterns used in the valuation of technical provisions. The expected return of the investment portfolio, above a fixed minimum rate, directly impacts on the LPT derivative valuation and is subject to changes in the market conditions. In order to assess the reasonableness of the inputs, the Company updates the expected claim settlement patterns on a regular basis while maintaining an understanding of the current market conditions.

Other Investments. The Company’s other investments represent primarily our investments in investment funds operating strategies across real estate, infrastructure and direct lending. Adjustments to the fair values are made based on the net asset value of the investments. The net valuation criteria established by the manager of such investments are established in accordance with the governing documents and the asset manager’s valuation guidelines, which include: the discounted cash flows method and the performance multiple approach, which uses a multiple derived from market data of comparable companies or assets to produce operating performance metrics. Alternative valuation methodologies may be employed for investments with unusual characteristics.

7.     Reinsurance

The Company purchases retrocession and reinsurance to limit and diversify the Company’s risk exposure and to increase its own insurance and reinsurance underwriting capacity. These agreements provide for recovery of losses and loss adjustment expenses from reinsurers. The Company remains liable to the extent that reinsurers do not meet their obligations under these agreements. In line with its risk management objectives, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk.

Balances pertaining to reinsurance transactions are reported “gross” on the consolidated balance sheet, meaning that reinsurance recoverable on unpaid losses and ceded unearned premiums are not deducted from insurance reserves but are recorded as assets. For more information on reinsurance recoverables, refer to Note 22, “Concentrations of Credit Risk —

F-33

Reinsurance recoverables” and Note 10, “Reserve for Losses and Loss Adjustment Expenses” of these consolidated financial statements.

The effect of assumed and ceded reinsurance on premiums written, premiums earned and losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021 was as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Premiums written:
Insurance	$	2,446.6	$	2,531.7	$	2,341.4
Reinsurance	1,521.0		1,807.0		1,597.0
Ceded	(1,385.7)		(1,442.7)		(1,350.7)
Net written premiums	$	2,581.9	$	2,896.0	$	2,587.7
Premiums earned:
Insurance	$	2,444.8	$	2,370.8	$	2,139.1
Reinsurance	1,562.0		1,617.2		1,479.2
Ceded	(1,392.3)		(1,299.3)		(1,207.8)
Net earned premiums	$	2,614.5	$	2,688.7	$	2,410.5
Losses and loss adjustment expenses:
Insurance	$	1,644.5	$	1,574.2	$	1,499.8
Reinsurance	707.2		939.5		1,000.6
Ceded	(798.7)		(833.7)		(807.1)
Losses and loss adjustment expenses	$	1,553.0	$	1,680.0	$	1,693.3

Current expected credit loss model (“CECL”). As at December 31, 2023, the Company’s allowance for expected credit losses was $3.7 million (2022 — $3.7 million). For the twelve months ended December 31, 2023 there was no change in the CECL allowance on reinsurance recoverables (2022 — $0.4 million increase, 2021 — $0.5 million decrease).

The Company is potentially exposed to concentrations of credit risk in respect of amounts recoverable from reinsurers, refer to Note 22, “Concentrations of Credit Risk — Reinsurance recoverables” of these consolidated financial statements for more detail.

8.     Derivative Contracts

The following table summarizes information on the location and amounts of derivative fair values on the consolidated balance sheet as at December 31, 2023 and 2022:

		As at December 31, 2023				As at December 31, 2022
Derivatives Not Designated as Hedging Instruments Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts (1)	Derivative assets	$	1,262.1	$	31.4	$	945.8	$	41.9
Foreign Exchange Contracts	Derivative liabilities	$	540.8	$	(9.3)	$	729.5	$	(3.2)
Loss Portfolio Transfer Liability - Embedded Derivative (2)	Derivative liabilities	—		$	(16.5)	—		(31.7)

 ______________ 

(1)Fair value is net of $3.4 million of cash collateral (December 31, 2022 — $3.7 million).

(2)    The LPT contains an embedded derivative within the contract in relation to the variable interest crediting rate.

F-34

		As at December 31, 2023				As at December 31, 2022
Derivatives Designated as Cash Flow Hedges Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts	Derivative assets	$	76.9	$	0.3	$	109.7	$	14.3

The following table provides the unrealized and realized gains/(losses) recorded in the consolidated statements of operations and other comprehensive income for derivatives that are not designated or designated as hedging instruments under ASC 815 — “Derivatives and Hedging” for the twelve months ended December 31, 2023 and 2022:

		Amount of (Loss)/Gain Recognized on Derivatives
		For the Twelve Months Ended
	Location of Gain/(Loss) Recognized on Derivatives	December 31, 2023		December 31, 2022
Derivatives not designated as hedges		($ in millions)
Foreign Exchange Contracts	Change in Fair Value of Derivatives	$	10.9	$	(66.0)
Loss Portfolio Transfer Liability - Embedded Derivative	Change in Fair Value of Derivatives	$	15.2	$	(14.5)
Derivatives designated as cash flow hedges
Foreign Exchange Contracts	General, administrative and corporate expenses in consolidated statement of operations	$	(8.1)	$	5.9
Foreign Exchange Contracts	Net change from current period hedged transactions in other comprehensive income	$	(14.0)	$	15.4

Foreign Exchange Contracts. The Company uses foreign exchange contracts to manage foreign currency risk associated with our operating expenses but also foreign exchange risk associated with net assets or liabilities in currencies other than the U.S. dollar. A foreign exchange contract involves an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Foreign exchange contracts will not eliminate fluctuations in the value of the Company’s assets and liabilities denominated in foreign currencies but rather allow it to establish a rate of exchange for a future point in time.

As at December 31, 2023, the Company held foreign exchange contracts that were not designated as hedges under ASC 815 with an aggregate nominal amount of $1,802.9 million (2022 — $1,675.3 million). The foreign exchange contracts are recorded as derivative assets or derivative liabilities in the consolidated balance sheet with changes recorded as a change in fair value of derivatives in the consolidated statement of operations. For the twelve months ended December 31, 2023, the impact of foreign exchange contracts on net income was a gain of $10.9 million (December 31, 2022 — loss of $66.0 million).

As at December 31, 2023, the Company held foreign exchange contracts that were designated as cash flow hedges under ASC 815 with an aggregate notional amount of $76.9 million (2022 — $109.7 million). The foreign exchange contracts are recorded as derivative assets in the consolidated balance sheet with the changes in fair value recorded in other comprehensive income. For the twelve months ended December 31, 2023 the company recognized a loss of $14.0 million (December 31, 2022 — gain of $15.4 million) in other comprehensive income.

As the foreign exchange contracts settle, the realized gain or loss is reclassified from other comprehensive income into general, administration and corporate expenses in the consolidated statement of operations. For the twelve months ended December 31, 2023, the amount recognized within general, administration and corporate expenses for settled foreign exchange contracts was a realized loss of $8.1 million (December 31, 2022 — gain of $5.9 million). The Company estimates that $0.3 million of the existing gains as at December 31, 2023 is expected to be reclassified into earnings within the next 12 months.

Embedded derivative on loss portfolio contract. The loss portfolio transfer contract includes a funds withheld arrangement that provides returns to the reinsurer based on Aspen’s investment performance, guaranteeing a minimum of 1.75% return. Such funds withheld arrangements are examples of embedded derivatives and therefore this instrument is accounted for as an option-based derivative. For the twelve months ended December 31, 2023, the amount recognized as a change in fair value of derivatives in the consolidated statement of operations is a gain of $15.2 million (December 31, 2022 — loss of $14.5 million).

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9.     Deferred Policy Acquisition Costs

The following table represents a reconciliation of beginning and ending deferred acquisition costs for the twelve months ended December 31, 2023 and 2022:

		Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
		($ in millions)
Balance at the beginning of the period		$	319.0	$	290.8
	Acquisition costs deferred	357.4		460.0
	Amortization of deferred acquisition costs	(380.2)		(431.8)
Balance at the end of the period		$	296.2	$	319.0

10.     Reserve for Losses and Loss Adjustment Expenses

The following table represents a reconciliation of beginning and ending consolidated reserve for losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021:

 

	As at December 31,
	2023		2022		2021
	($ in millions)
Reserve for losses and LAE at the start of the year	$	7,710.9	$	7,611.8	$	7,165.3
Less reinsurance recoverable	(4,897.7)		(3,298.1)		(3,195.2)
Net reserve for losses and LAE at the start of the year	2,813.2		4,313.7		3,970.1
Net loss and LAE expenses disposed (1)	—		(1,840.1)		—
Movement in net reserve for losses and LAE for claims incurred:
Current year	1,492.2		1,651.9		1,648.2
Prior years	60.8		28.1		45.1
Total incurred	1,553.0		1,680.0		1,693.3
Net Losses and LAE payments for claims incurred:
Current year	(161.1)		(192.7)		(729.1)
Prior years	(1,011.9)		(1,098.4)		(580.7)
Total paid	(1,173.0)		(1,291.1)		(1,309.8)
Foreign exchange (gains)/losses	39.6		(49.3)		(39.9)
Net reserve for losses and LAE at the end of the year	3,232.8		2,813.2		4,313.7
Plus reinsurance recoverable on unpaid losses at the end of the year	4,577.8		4,897.7		3,298.1
Reserve for losses and LAE at the end of the year	$	7,810.6	$	7,710.9	$	7,611.8

 ______________ 

(1) Net loss and LAE expenses disposed of $1,840.1 million represent the net loss reserves as at May 20, 2022 (“Closing Date”) for losses in relation to 2019 and prior accident years, in addition to the $770.0 million of ceded reserves under the previous ADC agreement, recognizing a total recoverable of $2,610.1 million. These reserves were rolled forward from the initial effective date of September 30, 2021, at which time the net losses reserves were $3,120.0 million.

As at December 31, 2023, the total amount recoverable from Enstar under the LPT was $1,627.4 million (December 31, 2022 — $2,132.0 million) which includes claims paid and reserve development since the Closing Date.

For the twelve months ended December 31, 2023, there was an increase of $60.8 million in the Company’s estimate of the ultimate claims to be paid in respect of prior accident years compared to an increase of $28.1 million for the twelve months ended December 31, 2022.

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The following tables show an analysis of incurred claims and allocated loss adjustment expenses, net of reinsurance and cumulative paid claims and allocated claim adjustment expenses, net of reinsurance for each of the years ended December 31, 2014 through 2023. Under the LPT agreement, the Company has reinsured net losses incurred on all accident years 2019 and prior. This has resulted in IBNR in the loss development triangles for 2019 and prior to be Nil. The loss development triangles are derived from all business written by the Company as although a limited number of contracts are written which have durations of greater than one year the contracts do not meet the definition of a long duration contract. All amounts included in the following tables related to transactions denominated in a foreign currency have been translated into U.S. Dollars using the exchange rates in effect at December 31, 2023.

The Company has chosen to disaggregate the business in its Insurance segment, for the purposes of these loss development triangles as: Property; Casualty; Marine Aviation and Energy; and Financial and Professional insurance lines. The Company considers that this presentation of its Insurance lines loss development triangles more precisely reflects meaningful trending information. The Company presents its loss development triangles for the Reinsurance segment in line with the reportable reinsurance lines: Property Catastrophe and Other Property; Casualty; and Specialty.

	Property Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
	For the Years Ended December 31,											Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	164.3	156.3	133.5	134.1	133.3	131.8	131.2	125.8	132.8	132.8		—	10,037
2015		237.3	203.0	197.7	200.0	200.5	197.5	181.9	193.4	193.4		—	11,624
2016			236.8	247.7	242.6	244.0	245.3	234.2	233.4	233.4		—	10,844
2017				293.8	256.8	250.0	251.3	273.0	261.6	261.6		—	9,805
2018					200.7	203.0	186.8	196.3	180.2	180.2		—	8,395
2019						125.3	129.2	102.8	109.0	109.0		—	6,944
2020							203.2	198.3	208.0	213.5		25.9	7,689
2021								207.4	202.0	195.5		16.1	6,810
2022									167.1	174.2		22.3	5,702
2023										152.1		81.7	3,297
								Total		$	1,845.7

F-37

	Property Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	40.2	86.0	113.5	123.1	127.1	128.5	129.8	130.9	132.8	132.8
2015		56.9	141.0	168.4	177.5	193.8	192.4	193.4	193.4	193.4
2016			66.5	167.8	200.2	221.9	231.1	234.9	233.4	233.4
2017				96.0	187.3	220.0	240.9	234.8	261.6	261.6
2018					61.4	158.1	180.4	174.1	180.2	180.2
2019						48.7	90.5	98.4	109.0	109.0
2020							61.0	124.1	151.8	169.6
2021								58.7	119.7	151.2
2022									41.1	113.7
2023										30.0
								Total		$	1,574.9
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	270.8
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	270.8

F-38

	Casualty Insurance Lines											As at December 31, 2023
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	142.9	125.3	137.1	127.1	134.2	138.1	135.1	141.4	107.0	107.0		—	3,962
2015		201.3	221.3	183.9	201.3	234.0	232.3	257.9	180.5	180.5		—	4,811
2016			215.0	186.0	181.3	187.8	198.9	243.5	124.3	124.3		—	4,815
2017				179.4	172.9	176.7	194.7	215.9	61.4	61.4		—	5,470
2018					121.5	124.5	134.9	164.7	43.7	43.7		—	5,455
2019						124.1	146.5	153.5	48.6	48.6		—	5,156
2020							132.9	141.6	140.4	146.6		50.2	3,753
2021								173.5	188.6	197.8		99.4	3,343
2022									204.7	215.1		148.3	3,050
2023										224.9		173.0	2,465
								Total		$	1,349.9

	Casualty Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.6	13.1	32.2	58.8	71.9	95.6	108.2	106.8	107.0	107.0
2015		3.1	16.8	56.0	91.8	137.2	166.2	180.5	180.5	180.5
2016			4.1	22.5	39.6	81.5	108.4	123.3	124.3	124.3
2017				3.5	22.7	52.2	95.8	89.4	61.4	61.4
2018					3.1	27.7	42.7	58.1	43.7	43.7
2019						6.3	17.6	64.1	48.6	48.6
2020							—	9.3	36.3	61.6
2021								3.1	23.5	53.8
2022									8.90	5.6
2023										26.9
								Total		$	713.4
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	636.5
		All outstanding liabilities before 2014, net of reinsurance								—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	636.5

F-39

	Marine, Aviation and Energy Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	308.8	312.3	297.4	309.2	304.8	311.7	301.0	312.4	271.3	271.3		—	4,056
2015		295.4	297.6	280.1	284.8	308.3	311.1	318.3	267.3	267.3		—	4,067
2016			259.5	229.5	228.3	228.7	218.5	220.3	197.9	197.9		—	4,422
2017				209.6	200.2	206.7	214.2	225.6	141.4	141.4		—	6,078
2018					170.4	207.4	208.3	234.8	151.0	151.0		—	5,183
2019						145.6	153.0	123.5	102.4	102.4		—	3,691
2020							110.2	111.2	125.7	126.6		9.6	3,847
2021								93.1	96.2	95.7		10.1	4,787
2022									108.0	106.1		31.2	5,428
2023										117.4		72.6	2,703
								Total		$	1,577.1

	Marine, Aviation and Energy Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	53.3	116.3	188.3	208.9	231.6	249.8	262.0	269.0	271.3	271.3
2015		44.7	122.7	173.3	193.0	220.9	256.5	268.4	267.3	267.3
2016			30.9	82.3	142.1	163.8	190.4	193.3	197.9	197.9
2017				40.1	97.4	140.1	168.2	149.8	141.4	141.4
2018					26.7	104.7	133.0	151.0	151.0	151.0
2019						33.5	72.5	89.6	102.4	102.4
2020							28.5	66.5	88.7	101.2
2021								23.5	52.3	64.7
2022									24.9	57.6
2023										27.8
								Total		$	1,382.6
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	194.5
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	194.5

F-40

	Financial and Professional Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	134.3	130.1	128.6	119.0	130.2	119.2	120.3	121.7	98.8	98.8		—	794
2015		173.3	174.8	184.6	188.7	189.8	184.6	196.7	145.9	145.9		—	1,083
2016			190.1	210.9	215.4	201.2	184.6	186.1	134.3	134.3		—	1,241
2017				205.5	181.6	186.5	187.1	209.1	136.0	136.0		—	1,751
2018					155.7	171.6	153.2	161.9	111.2	111.2		—	4,636
2019						248.2	261.1	238.9	132.7	132.7		—	23,826
2020							348.1	347.9	338.2	352.3		87.4	106,054
2021								286.2	304.8	296.2		128.4	34,929
2022									317.0	302.4		184.6	3,422
2023										341.6		277.0	3,137
								Total		$	2,051.4

	Financial and Professional Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.9	30.5	53.2	71.8	79.2	84.9	91.7	99.3	98.8	98.8
2015		13.7	43.3	69.9	89.1	109.5	138.4	150.9	145.9	145.9
2016			15.0	71.0	101.5	129.6	125.5	130.1	134.3	134.3
2017				27.1	51.2	83.2	116.8	134.8	136.0	136.0
2018					19.1	73.4	99.0	111.2	111.2	111.2
2019						27.1	86.6	121.1	132.7	132.7
2020							47.6	121.2	174.7	226.2
2021								43.2	90.4	131.7
2022									17.8	75.5
2023										21.5
								Total		$	1,213.8
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	837.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	837.6

F-41

	Property Catastrophe and Other Property Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	185.8	172.8	157.2	145.7	145.8	141.1	141.1	139.7	137.1	137.1		—	901
2015		211.3	185.1	175.3	154.8	170.3	170.4	176.8	155.3	155.3		—	1,051
2016			266.4	266.3	265.0	243.8	239.2	230.7	228.6	228.6		—	1,303
2017				552.3	531.4	513.1	501.8	573.6	431.8	431.8		—	1,958
2018					318.2	351.9	344.1	534.7	282.1	282.1		—	1,777
2019						228.0	241.5	332.4	162.7	162.7		—	1,401
2020							317.6	403.7	350.7	362.6		(5.5)	1,418
2021								652.9	479.3	498.9		30.7	1,498
2022									393.7	392.5		48.9	1,404
2023										230.8		117.7	753
								Total		$	2,882.4

	Property Catastrophe and Other Property Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	36.8	98.7	124.5	133.8	137.3	135.9	137.5	137.4	137.1	137.1
2015		35.8	94.2	125.4	137.8	154.8	157.1	158.6	155.3	155.3
2016			56.3	161.7	202.4	213.2	226.1	231.7	228.6	228.6
2017				123.2	356.1	414.5	438.4	411.7	431.8	431.8
2018					122.4	282.2	286.2	279.5	282.1	282.1
2019						28.1	140.8	167.5	162.7	162.7
2020							41.9	165.7	237.3	312.3
2021								75.0	235.7	364.3
2022									65.2	200.8
2023										45.1
								Total		$	2,320.1
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								562.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	562.3

F-42

	Casualty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	203.4	205.8	214.2	207.5	201.0	204.0	199.9	189.8	131.0	131.0		—	1,866
2015		192.5	199.2	208.9	211.4	209.0	205.2	195.2	116.5	116.5		—	2,067
2016			231.1	243.5	243.0	252.9	260.3	251.2	137.1	137.1		—	2,231
2017				242.7	240.4	251.0	250.4	261.6	110.8	110.8		—	2,284
2018					227.2	256.5	264.1	254.3	92.7	92.7		—	2,149
2019						233.5	254.0	244.3	52.9	52.9		—	1,790
2020							253.6	234.7	198.8	181.2		62.0	1,389
2021								206.4	216.3	205.7		93.3	1,325
2022									249.5	250.6		178.3	1,256
2023										271.6		244.9	779
								Total		$	1,550.1

	Casualty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.5	13.7	37.6	59.9	86.0	106.8	124.4	131.0	131.0	131.0
2015		3.4	17.8	38.1	65.2	89.0	108.0	116.5	116.5	116.5
2016			9.1	33.3	63.6	95.6	125.6	137.1	137.1	137.1
2017				8.8	30.4	58.8	97.0	110.7	110.8	110.8
2018					7.1	33.4	73.3	92.7	92.7	92.7
2019						9.2	36.4	52.5	52.9	52.9
2020							9.1	27.8	44.3	71.9
2021								7.8	37.3	64.0
2022									9.4	31.1
2023										8.5
								Total		$	816.5
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								733.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	733.6

F-43

	Specialty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	150.7	139.0	130.9	122.1	124.9	123.5	119.3	116.4	104.0	104.0		—	618
2015		164.7	168.0	162.7	157.3	155.9	151.4	151.1	132.1	132.1		—	774
2016			237.2	238.3	236.1	228.9	224.0	211.6	188.2	188.2		—	937
2017				377.4	390.4	374.1	363.0	356.4	305.9	305.9		—	1,336
2018					393.8	393.3	391.7	416.2	324.3	324.3		—	1,418
2019						472.6	495.9	398.7	401.1	401.1		—	1,543
2020							414.1	601.3	375.4	379.5		36.7	1,494
2021								157.4	152.5	142.1		41.1	1,356
2022									194.7	194.3		108.9	1,319
2023										142.5		100.4	952
								Total		$	2,314.0

	Specialty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	16.4	55.9	80.6	88.7	99.0	101.9	103.6	104.1	104.0	104.0
2015		17.5	55.8	103.3	120.9	129.9	132.9	132.6	132.1	132.1
2016			58.4	150.3	164.7	182.7	192.9	194.3	188.2	188.2
2017				94.5	238.2	270.0	305.2	306.4	305.9	305.9
2018					27.1	279.6	313.0	324.7	324.3	324.3
2019						273.2	381.0	399.2	401.1	401.1
2020							213.0	270.1	290.9	311.6
2021								28.3	53.4	76.1
2022									26.0	53.8
2023										22.6
								Total		$	1,919.7
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								394.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	394.3

F-44

Reconciliation of Incurred and Paid Claims Development to total Reserve for Losses and LAE

	As at December 31, 2023	As at December 31, 2022
	($ in millions)	($ in millions)
Net outstanding liabilities:
Insurance lines
- Property insurance lines	270.8	259.0
- Casualty insurance lines	636.5	457.3
- Marine, aviation and energy insurance lines	194.5	163.7
- Financial and professional insurance lines	837.6	671.9
Total insurance lines	1,939.4	1,551.9
Reinsurance lines
- Property catastrophe and other property reinsurance	562.3	677.9
- Casualty reinsurance	733.6	571.6
- Specialty reinsurance	394.3	350.2
Total reinsurance lines	1,690.2	1,599.7
Net loss and LAE	3,629.6	3,151.6
Reinsurance recoverable on unpaid losses:
Insurance lines	2,821.6	2,907.8
Reinsurance lines	1,756.2	1,989.9
Total reinsurance recoverable on unpaid losses	4,577.8	4,897.7
Deferred gain on retroactive contracts	27.3	42.7
Unallocated claims incurred	47.9	41.4
Other reinsurance balances recoverable (1)	(489.1)	(429.3)
Carbon syndicate reserves	16.7	5.2
Other	0.4	1.6
	(396.8)	(338.4)
Reserve for losses and LAE at the end of the year	7,810.6	7,710.9

____________________

(1)     Other reinsurance balances recoverable primarily include short term recoverables to be collected.

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years	1		2		3		4		5		6		7		8		9		10
Property insurance lines	30.6	%	39.0	%	13.7	%	6.3	%	2.7	%	2.4	%	0.2	%	0.3	%	0.7	%	—	%
Casualty insurance lines	4.1	%	18.7	%	33.1	%	24.2	%	2.7	%	1.0	%	5.1	%	(0.4)	%	0.1	%	—	%
Marine, aviation and energy insurance lines	22.5	%	33.3	%	21.5	%	11.4	%	3.2	%	3.1	%	2.8	%	0.7	%	0.4	%	—	%
Financial and professional insurance lines	12.1	%	28.6	%	20.7	%	16.0	%	5.3	%	6.0	%	4.7	%	1.4	%	(0.3)	%	—	%
Property catastrophe and other property reinsurance	22.6	%	45.5	%	16.7	%	5.8	%	2.3	%	1.5	%	0.2	%	(0.7)	%	(0.1)	%	—	%
Casualty reinsurance	6.0	%	19.0	%	22.4	%	19.3	%	12.5	%	8.1	%	5.2	%	1.7	%	—	%	—	%
Specialty reinsurance	27.3	%	34.9	%	14.3	%	7.4	%	3.7	%	1.1	%	(0.5)	%	—	%	—	%	—	%

F-45

11.    Income Taxes

Aspen Holdings and Aspen Bermuda are incorporated under the laws of Bermuda. Under Bermuda law, the corporate tax rate is currently zero and, as a result, Aspen Holdings and Aspen Bermuda are not taxed on any Bermudian income or capital gains. On December 27, 2023, the Corporate Income Tax Act 2023 received Royal Assent in Bermuda, introducing a 15% corporate tax that applies to Bermuda businesses that are part of multinational enterprise groups. This new corporate tax takes effect for accounting periods beginning on or after January 1, 2025. We have adjusted our deferred tax to account for provisions within the Corporate Income Tax Act that allow for an equitable transition to the new regime including the Economic Transition Adjustments (“ETA”) and opening tax loss carryforward (“OTLC”).

The Company’s U.S. operating companies were subject to a U.S. federal income tax rate of 21%.

The Company’s U.K. operating companies were taxed at the effective U.K. corporate tax rate of 23.5%. The U.K. tax rate changed on April 1, 2023 from 19% to 25%.

Total income tax (benefit)/expense for the twelve months ended December 31, 2023, 2022 and 2021 was allocated as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Income tax (benefit)/expense allocated to net income	$	(132.1)	$	(78.1)	$	5.3
Income tax expense/(benefit) allocated to other comprehensive income	20.6		(23.9)		0.3
Total income tax (benefit)/expense	$	(111.5)	$	(102.0)	$	5.6

Income/(loss) from operations before income taxes and income tax expense/(benefit) attributable to that income/(loss) for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the tables below:

	Twelve Months Ended December 31, 2023
	Income before tax		Current tax expense		Deferred tax (benefit)/expense		Total income tax (benefit)/expense
	($ in millions)
Bermuda (1)	$	148.8	$	—	$	(201.1)	$	(201.1)
U.S. (2)	236.3		52.4		3.0		55.4
U.K. (3)	0.7		5.3		0.1		5.4
Other (4)	16.8		7.9		0.3		8.2
Total	$	402.6	$	65.6	$	(197.7)	$	(132.1)
	Twelve Months Ended December 31, 2022
	(Loss)/income before tax		Current tax expense		Deferred tax (benefit)		Total income tax (benefit)/expense
	($ in millions)
Bermuda	$	(103.3)	$	—	$	—	$	—
U.S.	34.8		14.8		(102.9)		(88.1)
U.K.	62.4		7.0		—		7.0
Other	(20.9)		4.7		(1.7)		3.0
Total	$	(27.0)	$	26.5	$	(104.6)	$	(78.1)
	Twelve Months Ended December 31, 2021
	Income/(loss) before tax		Current tax expense		Deferred tax (benefit)		Total income tax expense/(benefit)
	($ in millions)
Bermuda	$	22.9	$	—	$	—	$	—
U.S	5.0		5.8		—		5.8
U.K.	75.1		—		(0.3)		(0.3)
Other	(67.9)		2.7		(2.9)		(0.2)
Total	$	35.1	$	8.5	$	(3.2)	$	5.3

F-46

________________

(1)     We have recorded a deferred tax asset in Bermuda consisting of $156.6 million in respect of the ETA and $44.5 million in respect of an OTLC as a result of the newly enacted Corporate Income Tax Act 2023 in Bermuda. The ETA election allows for an adjustment equal to the difference between the fair market value and carrying value of assets and liabilities. The OTLC allows losses from year 2020 to 2024 to be carried forward. We expect this deferred tax asset to be utilized predominantly over a 10-year period. We expect to incur and pay increased taxes in Bermuda beginning in 2025.

(2)    The U.S. current tax expense of $52.4 million (2022 — $14.8 million) includes $0.9 million of Base Erosion and Anti-abuse Tax.

(3)    The U.K. current tax expense of $5.3 million largely relates to prior year adjustments.

(4)    Current tax expense and deferred tax expense in “Other” mostly relates to prior year adjustments in the branches of Aspen UK.

As noted above, the tax rate in Bermuda, the Company’s country of domicile, is currently zero. Application of the statutory income tax rate for operations in other jurisdictions produces a differential to the expected income tax (benefit)/expense as shown in the table below. The reconciliation between the income tax (benefit)/expense and the amount that would result from applying the statutory rate for the Company for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the table below:

	Twelve Months Ended December 31,
	2023		2022		2021
Income Tax Reconciliation	($ in millions)
Income tax benefit at statutory tax rate of zero percent	$	—	$	—	$	—
Overseas statutory tax rates differential	56.3		16.8		(0.9)
Base erosion and anti-abuse tax (BEAT) expense	0.9		2.3		6.1
Prior year adjustments (1)	6.9		(2.9)		0.5
Introduction of Bermuda corporate income tax	(201.1)		—		—
Change in valuation allowance (2)	4.0		(98.9)		9.6
Impact of unrecognized tax benefits (3)	—		—		—
Australian non-resident withholding tax	—		1.5		0.6
Foreign exchange	(1.3)		(0.3)		(1.5)
Non-deductible expenses	2.5		2.4		2.4
Impact of changes in statutory tax rates	(0.3)		(5.7)		(11.5)
Tax effect of OCI in income statement	—		6.7		—
Total income tax (benefit)/expense	$	(132.1)	$	(78.1)	$	5.3

________________

(1)     The submission dates for filing income tax returns for the Company’s U.S. and U.K. operating subsidiaries are after the submission date of this report. Accordingly, the final tax liabilities may differ from the estimated income tax expense included in this report and may result in prior year adjustments being reported. The prior period adjustments for the twelve months ended December 31, 2023 predominantly relate to the determination of the results of the branches of the U.K. operating subsidiaries. The prior period adjustments for the twelve months ended December 31, 2022 and 2021 predominantly relate to the determination of results in the U.K.

(2)     The decrease in valuation allowance in 2022 related to a change in judgment about the recoverability of deferred tax assets in the U.S. operating subsidiaries.

(3)     In 2023, the Company did not have any unrecognized tax benefits.

Income tax returns that have been filed by the Company’s U.S. Operating Subsidiaries are subject to examination for 2020 and later tax years. The Company’s U.K. operating subsidiaries’ income tax returns are potentially subject to examination for 2022 and later tax years as these periods are considered “open” by the U.K. Tax Authority. The Company accrues interest and penalties related to an underpayment of income taxes, if applicable, as income tax expenses. The Company does not believe it will be subject to any penalties in any open tax years.

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The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and deferred tax liabilities are presented in the following table as at December 31, 2023 and 2022:

	As at December 31,
	2023		2022
	($ in millions)
Deferred tax assets:
Operating loss carryforwards	217.2		167.6
Capital loss carryforwards	9.7		6.7
Insurance reserves: Losses and loss adjustment expenses	104.1		28.3
Unrealized losses on investments	8.9		20.6
Accrued expenses	13.4		6.1
Foreign tax credit carryforwards	19.0		19.8
Insurance reserves: Unearned premiums	35.0		36.0
Intangible assets	82.9		0.7
Office properties and equipment	16.5		14.2
Operating lease liabilities	15.6		18.5
Other temporary differences	7.6		3.7
Total deferred tax assets	529.9		322.2
Less valuation allowance	(172.7)		(145.7)
Deferred tax assets, net of valuation allowance	$	357.2	$	176.5
Deferred tax liabilities:
Deferred acquisition costs	(32.4)		(37.0)
Right-of-use operating lease assets	(10.4)		(13.7)
Insurance reserves: Losses and loss adjustment expenses	(0.1)		(0.2)
Other temporary differences	(3.3)		(6.4)
Total deferred tax (liabilities)	(46.2)		(57.3)
Net deferred tax assets	$	311.0	$	119.2

Deferred tax liabilities and assets represent the tax effect of carryforwards and temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by U.K., U.S., Bermuda and other tax laws and regulations.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carry forwards become deductible or creditable. Management considers the scheduled reversal of existing taxable temporary differences, carryback availability, projected future taxable income, and tax-planning strategies in making this assessment.

As at December 31, 2023, the Company has net operating losses carryforwards for U.S. federal income tax purposes of $354.9 million (2022 — $376.5 million), of which $270.2 million relates to the U.S. operating subsidiaries and $84.7 million to Aspen UK’s U.S. branch. The Company also has net operating losses carryforwards for U.K. corporate tax purposes of $248.1 million (2022 — $280.5 million), deferred syndicate profits of $64.5 million (2022 — $19.9 million profits), and losses in other jurisdictions of $97.8 million (2022 — $118.8 million).

The $354.9 million that are available to offset future U.S. federal taxable income will expire between 2032 and 2041. The amount of pre-merger net operating losses carryforwards that can be used each year is limited by section 382 to $6.5 million per year for Aspen UK’s U.S. branch, and $39.2 million in 2023, $23.1 million in 2024, and $20.8 million per year for the 15 years thereafter for the U.S. operating subsidiaries.

The net operating losses in the U.K. and other jurisdictions are available to offset future corporate income in those jurisdictions over an indefinite period.

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For U.S. federal income tax purposes, the Company has capital loss carryforwards of $46.1 million, of which $15.8 million relates to the U.S. operating subsidiaries and $30.3 million to Aspen UK’s branch, expiring between 2026 and 2028.

For U.K. corporate tax purposes, the Company has foreign tax credit carryforwards of $19.0 million (2022 — $19.8 million) which are available to offset future U.K. corporate tax arising on the same foreign source of income over an indefinite period.

A valuation allowance of $24.5 million (2022 — $18.0 million) on U.S. deferred tax assets (which includes these loss carryforwards) has been recognized at December 31, 2023 relating to Aspen UK’s U.S. branch.

A valuation allowance of $131.0 million (2022 — $106.7 million) has been established against U.K. deferred tax assets.

The U.K., U.S. and other jurisdictions valuation allowance combined total is $172.7 million (2022 — $145.7 million).

12.     Capital Structure

The following table provides a summary of the Company’s authorized and issued share capital as at December 31, 2023 and 2022:

	As at December 31, 2023		At December 31, 2022
	Number	$ in Thousands	Number	$ in Thousands
Authorized share capital:
Ordinary Shares $0.01 per share (2022 — $0.01 per share)	70,000,000	700	70,000,000	700
Preference Shares 0.15144558¢ per share	30,000,000	45	30,000,000	45
Total authorized share capital		745		745
Issued share capital:
Issued ordinary shares $0.01 per share (2022 — $0.01 per share)	60,395,839	604	60,395,839	604
Issued 5.950% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	11,000,000	17	11,000,000	17
Issued 5.625% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	10,000,000	15	10,000,000	15
Issued 5.625% preference shares of 0.15144558¢ represented by depositary shares, each with a liquidation preference of $25 per share (1)	10,000	—	10,000	—
Total issued share capital		636		636

 ______________

(1)     Each depositary share represents a 1/1000th interest in a share of the 5.625% preference shares.

(a)    Ordinary Shares 

Issued Ordinary Shares. The Company’s issued ordinary shares of par value $0.01 at both December 31, 2023 and 2022 was 60,395,839. The Company did not acquire any ordinary shares for the twelve months ended December 31, 2023.

(b)    Preference Shares 

Preference Shares Issuance. On May 2, 2013, the Company issued 11,000,000 5.950% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares, with a liquidation preference of $25 per share (the “AHL PRC Shares”). Net proceeds were $270.6 million, consisting of $275.0 million of total liquidation preference less $4.4 million of issuance expenses. The first floating rate-period commenced July 1, 2023, with an associated floating rate of 9.59343%, with such floating rate expected to remain in place for future dividend periods, as a function of the floating rate determination mechanics set forth in the governing instrument The AHL PRC Shares are listed on the NYSE under symbol “AHLPRC”.

On September 20, 2016, the Company issued 10,000,000 shares of 5.625% Perpetual Non-Cumulative Preference Shares (the “AHL PRD Shares”). The 2016 Preference Shares have a liquidation preference of $25 per share. Net proceeds were

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$241.3 million, consisting of $250.0 million of total liquidation preference less $8.7 million of issuance expenses. The AHL PRD Shares are listed on the NYSE under the symbol “AHL PRD”.

On August 13, 2019, the Company issued 10,000,000 depositary shares, each of which represents 1/1000th interest in a share of the newly designated 5.625% Perpetual Non-Cumulative Preference Shares. The depositary shares have a liquidation preference of $25 per share. Net proceeds were $241.6 million, comprising $250.0 million of total liquidation preference less $8.4 million of issuance expenses. The depositary shares are listed on the NYSE under the symbol “AHL PRE”.

13.    Earnings Per Ordinary Share

In December 2023, the Company filed a registration statement with the SEC relating to a proposed Initial Public Offering of our ordinary shares. As a result of that filing, and in accordance with the accounting guidance of ASC Topic 260, “Earnings Per Share”, the Company has presented the following disclosure on earnings per ordinary share. This disclosure is new for the fiscal year ended December 31, 2023.

Basic and diluted earnings per ordinary share are calculated by dividing net income available to holders of Aspen Insurance Holdings Limited’s ordinary shares by the weighted average number of ordinary shares outstanding. The following table presents the computation of basic and diluted earnings/(loss) per ordinary share for the twelve months ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions, except share and share amounts)
Net income	$	534.7	$	51.1	$	29.8
Less: Preference share dividends	(49.9)		(44.6)		(44.5)
Net income/(loss) available to ordinary shareholders	$	484.8	$	6.5	$	(14.7)
Basic and diluted weighted average ordinary shares outstanding	60,395,839		60,395,839		60,395,839
Basic and diluted earnings/(loss) per ordinary share	$	8.03	$	0.11	$	(0.24)

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14.    Statutory Requirements and Dividends Restrictions

As a holding company, the Company relies on dividends and other distributions from its Operating Subsidiaries to provide cash flow to meet ongoing cash requirements, including any future debt service payments and other expenses, and to pay dividends, if any, to our preference and ordinary shareholders. The Company must comply with the provisions of the Bermuda Companies Act 1981, as amended, (the “Companies Act”) regulating the payment of dividends and distributions.

The ability of the Company’s Operating Subsidiaries to pay the Company dividends or other distributions is subject to the laws and regulations applicable to each jurisdiction, as well as the Operating Subsidiaries’ need to maintain capital requirements adequate to maintain their insurance and reinsurance operations and their financial strength ratings issued by independent rating agencies.

The company law of England and Wales prohibits Aspen UK, AMAL or AUL from declaring a dividend to its shareholders unless it has “profits available for distribution”. The determination of whether a company has profits available for distribution is based on its accumulated realized profits and other distributable reserves less its accumulated realized losses. While the U.K. insurance regulatory laws impose no statutory restrictions on a general insurer’s ability to declare a dividend, the rules of the Prudential Regulation Authority (the “PRA”) require each insurance company within its jurisdiction to maintain its solvency margin at all times. Accordingly, Aspen UK, AMAL and AUL may not pay a dividend if the payment of such dividend would result in their SCR coverage ratio falling below certain levels. In addition, any future changes regarding regulatory requirements, including those described above, may restrict the ability of Aspen UK, AMAL and AUL to pay dividends in the future. As at December 31, 2023, Aspen UK had an accumulated balance of retained losses of approximately $599.3 million and AUL had an accumulated balance of retained losses of approximately £78 million. Aspen UK held a capital contribution reserve of $655.0 million as at December 31, 2023 which, under certain circumstances, could be distributable.

Aspen Bermuda must comply with the provisions of the Companies Act and the Insurance Act regulating the payment of dividends and distributions. Aspen Bermuda may not in any financial year pay dividends which would exceed 25% of its total statutory capital and surplus, as shown on its statutory balance sheet in relation to the previous financial year, unless it files with the BMA a solvency affidavit at least seven days in advance of payment. As at December 31, 2023, 25% of Aspen Bermuda’s statutory capital and surplus amounted to $303.9 million. Aspen Bermuda must also obtain the prior approval of the BMA before reducing its total statutory capital as set out in its previous year’s financial statements by 15% or more.

Under both North Dakota and Texas law, insurance companies may only pay dividends out of earned surplus as distinguished from contributed surplus. As such, Aspen Specialty and AAIC could not pay a dividend as at December 31, 2023 without prior regulatory approval.

Actual and required statutory capital and surplus for the principal Operating Subsidiaries of the Company, excluding its Lloyd’s syndicate, as at December 31, 2023 and December 31, 2022 were estimated as follows:

	As at December 31, 2023
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	488.9	$	601.1	$	257.2
Actual statutory capital and surplus	$	1,063.1	$	1,685.2	$	734.7

	As at December 31, 2022
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	513.9	$	536.7	$	771.8
Actual statutory capital and surplus	$	838.6	$	1,426.6	$	802.5

As the sole corporate member of our Lloyd’s Syndicate, AUL was required to hold capital at Lloyd’s of $989.9 million as at December 31, 2023, adjusting funding to meet this level on an annual basis in the following Q2 and not holding less than 90% of this amount at any time. As at December 31, 2023, AUL had capital at Lloyd’s of $1,101.0 million of which $515.4 million was provided as Funds at Lloyd’s by Aspen Bermuda.

The Bermuda Monetary Authority is the group supervisor of the Company. The laws and regulations of Bermuda require that the Company maintain a minimum amount of group statutory capital and surplus based on the enhanced capital requirement using the group standardized risk-based capital model of the Bermuda Monetary Authority. The Company is also subject to an early-warning level based on 120% of the enhanced capital requirement which may trigger additional reporting requirements or other enhanced oversight. The statutory capital requirements of the Company’s Operating Subsidiaries are set

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out above. To the extent that these requirements are met, the Company do not anticipate any dividend restrictions arising as a result of the Company’s enhanced capital requirement. For more information on the Company’s regulatory requirements, refer to Item 4, “Information on the Company — Regulatory Matters” above.

15.     Dividends

Dividends. In the twelve months ended December 31, 2023, the Company’s Board of Directors paid the following dividends:

Calendar Quarter	Preference Share Category						Quarterly Total		Declared	Paid
	5.950% PS		5.625% PS		5.625% DS
Q1 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	03/01/23	04/01/23
Q2 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	06/01/23	07/01/23
Q3 2023	$	6,815,600	$	3,516,000	$	3,515,600	$	13,847,200	09/01/23	10/01/23
Q4 2023	$	6,741,900	$	3,516,000	$	3,515,600	$	13,773,500	11/30/23	12/28/23
Total Paid	$	21,739,300	$	14,064,000	$	14,062,400	$	49,865,700

 ______________

(1)    5.950% Preference Shares (AHL PRC) — Fixed to Floating Rate Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares (AHL PRD) — Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares(AHL PRE) are represented by depositary shares, each representing a 1/1000th interest in a share of the 5.625% Preference Shares. The dividend paid per depositary share is likewise 1/1000th of the declared dividend, equivalent to $0.35156 per depositary share.

In the twelve months ended December 31, 2023, the Company paid an ordinary shares dividend of $40.3 million to Highlands Bermuda Holdco, Ltd., the holder of all the Company’s ordinary shares.

16.    Retirement Plans

The Company operates defined contribution retirement plans for the majority of its employees at varying rates of their salaries. Total contributions by the Company to the retirement plans were $14.5 million in the twelve months ended December 31, 2023 (2022 — $12.5 million, 2021 — $13.5 million).

17.     Share-Based Payments and Long-Term Incentive Plan

In 2019, the Company implemented a new long-term incentive scheme, under which annual awards are split equally between Performance Units and Exit Units. Performance units vesting conditions have been amended in the current year and vest after two years subject to the Company achieving certain thresholds of operating income over a two year period. Exit Units vest upon change of control (sale or IPO) and achieving predetermined multiplies of invested capital return targets. Both Performance Units and Exit Units are cash-based awards.

The Company’s total share-based compensation/long-term incentive plan expense for the twelve months ended December 31, 2023 was $5.5 million (December 31, 2022 — $0.6 million), which is related to a charge of $5.5 million (December 31, 2022 — $0.6 million) in relation to Performance Units. The income tax effect of this is not considered to be material. As at December 31, 2023, the Company had recorded a payable of $7.6 million (December 31, 2022 — $1.6 million) related to the long-term incentive plan, which is included within accrued expenses and other payables in the consolidated balance sheet.

Management Equity Plan

During 2023, selected senior employees were granted Management Equity Plan (“MEP”) stock options to acquire non-voting shares at a management equity vehicle affiliated with the Company at no cost to the employee. The stock options vest at the later of (a) certification of the attainment of the underlying operating income goal and (b) the exit or liquidity event, with vesting subject to an exit or liquidity event occurring, a two-year cumulative operating income hurdle being achieved over the cumulative two years ending December 31, 2024, and certain other contractual terms being achieved. The weighted average exercise price of the options is $0.001 and the total number of options granted was 10,000. All of the options were granted in 2023, none vested in 2023, none were forfeited and all remain outstanding as of December 31, 2023.

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As of December 31, 2023, no cost has been recognized in relation to the MEP awards as management has determined that it is improbable that the exit or liquidity event will occur. The fair value of the stock options was based on an estimate of the cumulative operating income for the two year period ended December 31, 2024, which included actual results for the year ended December 31, 2023, and an estimate of the exit value using market multiples. The total cost of MEP has been determined based on the estimated fair value as of the original grant date. In the event of an exit or liquidity event, and based upon the aforementioned performance conditions being met at a future date, the cost will be recognized. If management had determined that the performance conditions were probable of achievement as of December 31, 2023, the Company would have recognized an estimated $7.5 million of cumulative stock-based compensation expense as of that date and would have $27.5 million of unrecognized compensation expense.

18.     Intangible Assets and Goodwill

Aspen’s intangible assets relate to trademarks and licenses to trade in the U.S. and U.K. For the twelve months ended December 31, 2023 and December 31, 2022, the Company had intangible assets and goodwill totalling $21.7 million and $21.8 million.

The “Aspen” trademark, valued at $1.1 million, $16.7 million of insurance licenses and $3.9 million of goodwill are considered to have an indefinite life and are tested annually for impairment or when events or changes in circumstances indicate that these assets might be impaired. For the years ended December 31, 2023 and December 31, 2022, the Company performed its annual qualitative assessment and determined that it was more likely than not that these were not impaired.

19.     Operating Leases

As at December 31, 2023, the Company has recognized right-of-use operating lease assets of $61.6 million, net of impairment and operating lease liabilities of $86.1 million. Right-of-use operating lease assets comprise primarily of leased office real estate globally and other assets. For all office real estate leases, rent incentives, including reduced-rent and rent-free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows.

As part of the Company’s operating effectiveness and efficiency program, the Company has consolidated its office space. Where negotiations are either in advanced stages of discussion and it is probable that the sub-lease transactions will be completed, or the Company has agreed terms to sub-lease our office space, the Company has assessed the right-of-use lease assets for impairment. During the twelve months ended December 31, 2023, no impairment has been recognized on the right-of-use lease asset (2022 — $6.7 million credit).

The Company has no lease transactions between related parties.

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Operating lease charge. The following table summarizes the operating lease charge for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Amortization charge on right-of-use operating leased assets	$	10.7	$	10.1	$	12.0
Interest on operating lease liabilities	4.5		5.4		5.5
Operating lease charge	$	15.2	$	15.5	$	17.5

Lease Liabilities. The following table summarizes the maturity of lease liabilities under non-cancellable leases as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
	($ in millions)
Operating leases — maturities
2023	$	—	$	15.4
2024	15.4		15.2
2025	15.1		14.9
2026	14.3		14.1
2027	12.8		12.6
2028	12.7		12.4
Later years	32.4		34.8
Total minimum lease payments	$	102.7	$	119.4
Less imputed interest	(16.6)		(23.9)
Total lease liabilities	$	86.1	$	95.5

Other lease information. The following table summarizes the cash flows on operating leases for the twelve months ended December 31, 2023, 2022 and 2021 and other supplemental information:

	For the Twelve Months Ended
	December 31, 2023			December 31, 2022			December 31, 2021
	($ in millions)
Cash paid for amounts included in the measurement of lease liabilities
- Operating cash outflow from operating leases	$	(15.5)		$	(15.5)		$	(17.5)
Right-of-use assets obtained in exchange for lease obligations
- Operating leases	$	0.2		$	1.9		$	23.9
Reduction to Right-of-use assets resulting from reductions to lease obligations
- Operating leases	$	0.1		$	7.0		$	2.3
Weighted Averages
- Operating leases, remaining lease terms (years)	7.3			8.1			8.8
- Operating leases, average discount rate	5.0		%	5.0		%	5.0		%

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20.    Related Party Transactions

Apollo’s indirect subsidiary, Apollo Asset Management Europe PC LLP (“AAME”), serves as the investment manager for the Company and certain of the Company’s subsidiaries, and Apollo’s indirect subsidiary, Apollo Management Holdings, L.P. (“AMH”), provides the Company with management consulting services and advisory services.

Additionally, certain employees of Apollo and its affiliates serve on the Board.

A description of relationships and transactions that have existed or that the Company and certain of the Company’s subsidiaries has entered into with Apollo and its affiliates are described below.

Investment Management Relationships

AAME provides centralized asset management investment advisory and risk services for the portfolio of the Company’s investments and investments of such subsidiaries pursuant to the investment management agreements (“IMAs”) that have been entered into with AAME.

In addition, pursuant to the IMAs, AAME may engage sub-advisors or delegates to provide certain of the investment advisory and management services to the Company’s subsidiaries. Such sub-advisors may include affiliates of AAME.

Under each of the IMAs, AAME will be paid an annual investment management fee (the “Management Fee”) which will be based on a cost-plus structure. The “cost” is comprised of the direct and indirect fees, costs, expenses and other liabilities arising in or otherwise connected with the services provided under the IMAs. The “plus” component will be a mark-up in an amount of up to 25% determined based on an applicable transfer pricing study. The Management Fee will be subject to certain maximum threshold levels, including an annual fee cap of 15 bps of the total amount of investable assets. Affiliated sub-advisors, including AMI and AMC, will also earn additional fees for sub-advisory services rendered.

During the year ended December 31, 2023, the Company recognized IMA fees of $9.4 million (2022 — $4.9 million; 2021 — $5.8 million), of which $2.1 million (2022 — $4.5 million) remains payable to AAME at year end.

Management Consulting Agreement

As previously disclosed, the Company entered into a Management Consulting Agreement, dated March 28, 2019 (the “Management Consulting Agreement”), with AMH. Pursuant to the Management Consulting Agreement, AMH will provide the Company management consulting and advisory services related to the business and affairs of the Company and its subsidiaries. The Company will pay AMH in consideration for its services under the Management Consulting Agreement, an annual management consulting fee equal to the greater of (i) 1% of the consolidated net income of the Company and its subsidiaries for the applicable fiscal year, or (ii) $5 million.

During the year ended December 31, 2023, the Company recognized Management Consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million), of which $1.2 million remains payable to AMH at year end (2022 — $1.3 million).

Related Party Investments

During the year, the Company bought or held the following securities or investments in Apollo:

As at December 31, 2023, the Company’s investment in Funds managed by Apollo had a fair value of $39.8 million (2022 — $38.0 million). These investments are included in other investments on the consolidated balance sheet. The Company incurred losses of $0.4 million (2022 — gains of $3.1 million) and they are included in net investment income on the consolidated statement of operations and other comprehensive income. There were no expenses incurred relating to any of these investments. Expenses as outlined in the previous sentence and subsequent disclosures in this Related Party Investments section relate to investment management fees paid to Apollo.

As at December 31, 2023, the Company’s investment in Notes issued by special purpose vehicles (SPVs) established and managed by subsidiaries of Apollo had a fair value of $82.2 million (2022 — $44.8 million). The Company recognized income of $5.5 million (2022 — losses of $0.4 million) which is included in the consolidated statement of operations and other comprehensive income. These investments are included in privately-held investments on the consolidated balance sheet. There were no expenses incurred relating to any of these investments.

As at December 31, 2023, the Company’s investments in Collateralized Loan Obligations (“CLOs”) issued by special purpose vehicles established and managed by subsidiaries of Apollo had a fair value of $129.8 million (2022 — $Nil). Income earned on these investments was $17.4 million (2022 — $Nil) and is included in the consolidated statement of operations and other comprehensive income. These investments are included in fixed income maturities, trading at fair value on the consolidated balance sheet. For the year ended December 31, 2023, the Company incurred expenses of $0.5 million related to these investments.

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As at December 31, 2023, the Company’s investments in Middle Market Loans originated and managed by a subsidiary of Apollo had a fair value of $45.1 million (2022 — $Nil). The Company recognized income of $5.8 million (2022 — $Nil) which is included in the consolidated statement of operations and other comprehensive income. The Middle Market Loans are included in privately-held investments on the consolidated balance sheet. For the year ended December 31, 2023, the Company incurred expenses of $0.2 million related to these investments.

The above transactions were entered into at arm’s length.

Other Payables to Related Parties

As at year end December 31, 2023, the Company had an intercompany payable balance of $1.2 million (2022 — $2.0 million), due to its parent, Highlands Bermuda Holdco, Ltd.

21.     Commitments and Contingent Liabilities

(a)Restricted assets

The Company’s subsidiaries are obliged by the terms of its contractual obligations to U.S. policyholders and by obligations to certain regulatory authorities to facilitate issue of letters of credit or maintain certain balances in trust funds for the benefit of policyholders.

The following table details the forms and value of Company’s material restricted assets as at December 31, 2023 and 2022:

	As at December 31, 2023			At December 31, 2022
	($ in millions, except percentages)
Regulatory trusts and deposits:
Affiliated transactions	$	660.8		$	707.1
Third party	2,714.4			2,817.7
Letters of credit / guarantees(1)	172.0			471.3
Total restricted assets (excluding illiquid assets)	3,547.2			3,996.1
Other investments — illiquid assets	209.3			221.3
Total restricted assets and illiquid assets	$	3,756.5		$	4,217.4
Total as percent of cash and invested assets (2)	50.2		%	59.4		%

(1)As at December 31, 2023, the Company had pledged funds of $172.0 million (December 31, 2022 — $471.3 million) as collateral for the secured letters of credit.

(2)Investable assets comprise total investments, cash and cash equivalents, accrued interest, receivables for securities sold and payables for securities purchased.

Investment Funds. We invest in investment funds which, as is typical for this type of investment, have lock-up periods. A lock-up period is the initial amount of time an investor is contractually required to remain invested before having the ability to redeem. As at December 31, 2023, the lock-up periods across these funds range from one quarter to several years. Thereafter these funds could also be redeemed on a pro-rata basis depending on the liquidity position of the fund. There are no assurances as to when the Company may be able to withdraw, in whole or in part, its redemption request from the fund.

Other Investments - Equity Method. On December 23, 2019, the Company committed $5.0 million as an equity investment in the holding company of a multi-line reinsurer. The strategy for the multi-line reinsurer is to combine a diversified reinsurance business, focused primarily on long-tailed lines of property and casualty business and, potentially to a lesser extent, life business, with a diversified investment strategy. During the period ending December 31, 2023, $0.4 million (December 31, 2022 — $1.6 million) capital was invested in multi-line reinsurer.

The Company’s current arrangements with our bankers for the issue of letters of credit require us to provide collateral in the form of cash and investments for the full amount of all secured and undrawn letters of credit that are outstanding. We monitor the proportion of our otherwise liquid assets that are committed to trust funds or to the collateralization of letters of credit. As at December 31, 2023 and 2022, these funds amounted to approximately 50.2% of the $7.5 billion and approximately 59.4% of the $7.1 billion of investable assets held by the Company, respectively. We do not consider that this unduly restricts our liquidity at this time. For more information on our credit facilities and long-term debt arrangements, refer to Note 24, “Credit Facility and Long-term Debt” of these consolidated financial statements.

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Funds at Lloyd’s. AUL operates at Lloyd’s as the corporate member for Syndicate 4711. AUL also participates in underwriting activities of Carbon Syndicate 4747. Lloyd’s determines required regulatory capital by considering the underwriting activities that AUL participates in. Such capital, called Funds at Lloyd’s, consists of investable assets as at December 31, 2023 in the amount of $517.4 million (2022 — $489.5 million).

The amounts provided as Funds at Lloyd’s will be drawn upon and become a liability of the Company in the event of Syndicate 4711 declaring a loss at a level that cannot be funded from other resources, or if Syndicate 4711 requires funds to cover a short-term liquidity gap. The amount which the Company provides as Funds at Lloyd’s is not available for distribution to the Company for the payment of dividends. Aspen Managing Agency Limited, the managing agent to Syndicate 4711, is also required by Lloyd’s to maintain a minimum level of capital which as at December 31, 2023 was £0.5 million (December 31, 2022 — £0.4 million). This is not available for distribution by the Company for the payment of dividends.

U.S. Reinsurance Trust Fund. For its U.S. reinsurance activities, Aspen UK has established and must retain a multi-beneficiary U.S. trust fund for the benefit of its U.S. cedants so that they may take financial statement credit without the need to post cedant-specific security. The minimum trust fund amount is $20.0 million plus an amount equal to 100% of Aspen UK’s U.S. reinsurance liabilities, which were $823.5 million as at December 31, 2023 and $1,166.4 million as at December 31, 2022. As at December 31, 2023, the balance (including applicable letter of credit facilities) held in the trust was $1,016.9 million (2022 — $1,389.5 million).

Aspen Bermuda has also established and must retain a multi-beneficiary U.S. trust fund for the benefit of its U.S. cedants so that they may take financial statement credit without the need to post cedant-specific security. The minimum trust fund amount is $20.0 million plus an amount equal to 100% of Aspen Bermuda’s liabilities to its U.S. cedants which was $320.6 million and $380.3 million as at December 31, 2023 and 2022, respectively. As at December 31, 2023, the balance held in the U.S. trust fund and other Aspen Bermuda trusts was $394.7 million (2022 — $509.2 million).

U.S. Surplus Lines Trust Fund. Aspen UK and Syndicate 4711 have also established a U.S. surplus lines trust fund with a U.S. bank to secure liabilities under U.S. surplus lines policies. The balance held in trust as at December 31, 2023 was $126.6 million (2022 — $215.1 million).

U.S. Regulatory Deposits. As at December 31, 2023, Aspen Specialty had a total of $6.8 million (2022 — $6.7 million) on deposit with six U.S. states in order to satisfy state regulations for writing business in those states. AAIC had a further $6.4 million (2022 — $6.5 million) on deposit with twelve U.S. states.

Canadian Trust Fund. Aspen UK has established a Canadian trust fund with a Canadian bank to secure a Canadian insurance license. As at December 31, 2023, the balance held in trust was CAD$228.4 million ($168.4 million) (2022 — CAD$185.8 million).

Australian Trust Fund. Aspen UK has established an Australian trust fund with an Australian bank to secure policyholder liabilities and as a condition for maintaining an Australian insurance license. As at December 31, 2023, the balance held in trust was AUD$131.0 million ($86.9 million) (2022 — AUD$183.9 million).

Swiss Trust Fund. Aspen UK has established a Swiss trust fund with a Swiss bank to secure policyholder liabilities and as a condition for maintaining a Swiss insurance license. As at December 31, 2023, the balance held in trust was CHF9.9 million ($11.4 million) (2022 — CHF9.4 million).

Singapore Fund. Aspen UK has established a segregated Singaporean bank account to secure policyholder liabilities and as a condition for maintaining a Singaporean insurance license and meet local solvency requirements. As at December 31, 2023, the balance in the account was SGD$192.1 million ($144.0 million) (2022 — SGD$174.7 million).

(b)     Contingent liabilities    

In common with the rest of the insurance and reinsurance industry, the Company is also subject to litigation and arbitration in the ordinary course of business. The Company’s Operating Subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential disputes, resulting from questions of insurance or reinsurance coverage or claims activities. Pursuant to insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution. Such legal proceedings are considered in connection with estimating the Company’s Insurance Reserves — Loss and Loss Adjustment Expenses, as provided on the Company’s consolidated balance sheet.

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In some jurisdictions, noticeably the U.S., a failure to deal with such disputes or potential disputes in an appropriate manner could result in an award of “bad faith” punitive damages against the Company’s Operating Subsidiaries. In accordance with ASC 450-20-50-3, for (a) reasonably possible losses for which no accrual is made because any of the conditions for accrual in ASC 450-20-25-2 are not met and (b) reasonably possible losses in excess of the amounts accrued pursuant to ASC 450-20-30-1, the Company will provide an estimate of the possible loss or range of possible loss or state that such an estimate cannot be made.

As at December 31, 2023, based on available information the probability of the ultimate resolution of pending or threatened litigation or arbitrations having a material effect on the Company’s financial condition, results of operations or liquidity is remote.

22.    Concentrations of Credit Risk

The Company is potentially exposed to concentrations of credit risk in respect of amounts recoverable from reinsurers, investments and cash and cash equivalents, and insurance and reinsurance balances owed by the brokers with whom the Company transacts business.

The Company defines credit risk tolerances in line with the risk appetite set by our Board and they, together with the group’s risk management function, monitor exposures to individual counterparties. Any exceptions are reported to senior management and the Risk Committee of the Board of Directors.

Reinsurance recoverables

At December 31, 2023, the total amount recoverable by the Company from reinsurers was $4,577.8 million (December 31, 2022 — $4,897.7 million). Of the Company’s reinsurance recoverable balance at December 31, 2023, 56.8% is collateralized by our reinsurers, 42.9% is recoverable from reinsurers rated A- or higher by major rating agencies and 0.3% is recoverable from reinsurers rated lower than A- by major rating agencies (December 31, 2022 — 57.3%, 42.3% and 0.4%, respectively). As at December 31, 2023, the Company’s largest uncollateralized exposures to individual reinsurers represent 15.9% (December 31, 2022 —16.3%), 11.1% (December 31, 2022 — 9.7%), and 9.2% (December 31, 2022 — 8.2%).

Under the current expected credit loss model (“CECL”), the Company recognized a provision against reinsurance recoverables of $3.7 million as at December 31, 2023 (December 31, 2022 — $3.7 million). For the twelve months ended December 31, 2023, there was a no change in the CECL allowance on reinsurance recoverables.

Underwriting premium receivables

The total underwriting premium receivable by the Company as at December 31, 2023 was $1,435.3 million (2022 — $1,482.4 million). As at December 31, 2023, $8.7 million of the total underwriting premium receivable balance has been due for settlement for more than one year. The Company assesses the recoverability of premium receivables through a review of policies and the concentration of receivables by broker. The Company has recognized an allowance for credit losses of $21.0 million as at December 31, 2023 (December 31, 2022 — $25.0 million) on underwriting premium receivables.

Investments and cash and cash equivalents

The Company’s investment policies include specific provisions that limit the allowable holdings of a single issue and issuer. As at December 31, 2023, there were no investments in any single issuer, other than the U.S. government and the Canadian government in excess of 2% of the aggregate investment portfolio.

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23.     Reclassifications from Accumulated Other Comprehensive Income

The following table sets out the components of the Company’s AOCI that are reclassified into the condensed consolidated statement of operations for the twelve months ended December 31, 2023, 2022 and 2021:

	Amount Reclassified from AOCI
Details about the AOCI Components	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021		Affected Line Item in the  Consolidated Statement of Operations
	($ in millions)
Available for sale:
Realized (gains) on sale of securities	$	(2.2)	$	(3.9)	$	(24.8)	Realized and unrealized investment gains
Realized losses on sale of securities	42.4		58.9		4.4		Realized and unrealized investment losses
	40.2		55.0		(20.4)		Income from operations before income tax
Tax on net realized gains of securities	(6.6)		—		—		Income tax (expense)/benefit
	$	33.6	$	55.0	$	(20.4)	Net income
Realized derivatives:
Net realized gains on settled derivatives	(8.1)		15.4		(6.2)		General, administrative and corporate expenses
Tax on settled derivatives	—		—		—		Income tax (expense)/benefit
	$	(8.1)	$	15.4	$	(6.2)	Net income
Total reclassifications from AOCI to the statement of operations, net of income tax	$	25.5	$	70.4	$	(26.6)	Net income

24.    Credit Facilities and Long-term Debt

In the normal course of its operations, the Company enters into agreements with financial institutions to obtain financing through secured and unsecured credit facilities. As at December 31, 2023, the total capital under such facilities available to the Company was approximately $2.3 billion, with the significant facilities as follows:

Credit Facilities

(i) On December 1, 2021, Aspen Holdings and certain of its direct or indirect subsidiaries (collectively, the “Borrowers”) entered into a Third Amended and Restated Credit Agreement, as further amended from time to time (the “Credit Agreement”) with various lenders and Barclays Bank plc, as administrative agent, which amends and restates the Amended and Restated Credit Agreement, dated as of June 12, 2013 and the Second Amended and Restated Credit Agreement, dated as of March 27, 2017, among Aspen Holdings, certain subsidiaries thereof, various lenders and Barclays Bank plc, as administrative agent. The Credit Agreement will be used by the Borrowers to finance the working capital needs of the Aspen Holdings and its subsidiaries, for letters of credit in connection with the insurance and reinsurance businesses of the Company and its subsidiaries and borrowings for other general corporate purposes. Initial availability under the Credit Agreement is $300,000,000 and the Company has the right to request (subject to the terms and conditions of the Credit Agreement) an increase to the credit facility by up to $100,000,000. The Credit Agreement will expire on December 1, 2026.

As at December 31, 2023, there were no borrowings outstanding under the Credit Agreement. The fees and interest rates on the loans and the fees on the letters of credit payable by the Borrowers under the Credit Agreement are based upon the credit ratings for the Company’s long-term unsecured senior, non-credit enhanced debt rating of the Company, as determined by S&P and Moody’s. In addition, the fees for a letter of credit vary based upon whether the applicable Borrower has provided collateral (in the form of cash or qualifying debt securities) to secure its reimbursement obligations with respect to such letter of credit.

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Under the Credit Agreement, the Company must not permit (a) consolidated tangible net worth as at the last day of each fiscal quarter of the Company to be less than the sum of (i) $2,019,600,000, (ii) 25% of consolidated net income during the period from January 1, 2021 to and including such last day of such fiscal quarter (if positive) and (iii) 25% of the aggregate net cash proceeds of all issuances by the Company of shares of its capital stock during the period from January 1, 2021 to and including such last day of such fiscal quarter, but excluding (x) any amount included in the Company’s accumulated other comprehensive income or loss related to unrealized gains or losses on available for sale securities and (y) during the period from January 1, 2022, any amount included in net unrealized investment gains or losses, related to unrealized gains or losses on trading securities, (b) the ratio of its total consolidated debt to the sum of such debt plus our consolidated tangible net worth to exceed 35% as at the last day of any fiscal quarter of the Company or (c) any material insurance subsidiary to have a financial strength rating of less than “B++” from A.M. Best. The Credit Agreement contains other customary affirmative and negative covenants, including (subject to various exceptions) restrictions on the ability of the Company and its subsidiaries to incur indebtedness, create or permit liens on their assets, engage in mergers or consolidations, dispose of assets, pay dividends or other distributions, purchase or redeem the Company’s equity securities, make investments and enter into transactions with affiliates. In addition, the Credit Agreement has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control and cross-default to other debt agreements.

Other Credit Facilities.

(ii)     On February 7, 2019, Aspen European and Aspen Holdings (acting as guarantor of Aspen European) entered into a letter of credit facility for the purpose of obtaining a letter of credit in favor of Aspen UK for a sum not to exceed $100 million to provide approved regulatory capital for Aspen UK. A letter of credit was issued in favor of Aspen UK for a sum of $100 million. This facility was amended and restated with respect to February 7, 2023, pursuant to which the $100 million letter of credit was extended to February 11, 2027.

(iii) On October 24, 2023, AUL and Aspen Holdings (acting as guarantor of AUL), effected an amendment to a letter of credit facility agreement for the account of AUL, pursuant to which a syndicate of lenders issued a several letter of credit in an aggregate amount of $335,000,000, for the benefit of Lloyd’s, to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s. This further amended the letter of credit facility agreement, dated November 3, 2020, entered into between AUL, Aspen Holdings (acting as guarantor of AUL) and various lenders, for the account of AUL, pursuant to which a lender provided a maximum aggregate amount of $235,000,000, to support AUL’s Funds at Lloyd’s requirements in connection with the 2021 year of account at Lloyd’s, as amended on May 7, 2021, November 1, 2021, May 6, 2022 and October 27, 2022, in connection with the 2021, 2022 and 2023 underwriting years of account at Lloyd’s, as applicable.

(iv)    On November 29, 2023, AUL and Aspen Holdings (acting as guarantor of AUL) amended a Funds at Lloyd’s Facility Agreement dated November 25, 2020, as amended on December 2, 2021 and as further amended on December 1, 2022, for the account of AUL. This facility provides that a maximum aggregate amount of up to $80.0 million of acceptable securities may be deposited with, and for the benefit of, Lloyd’s on behalf of AUL to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s.

(v)    On November 30, 2023, AUL and Aspen Bermuda (acting as AUL’s guarantor) amended and restated a Funds a Lloyd’s Facility Agreement originally dated November 30, 2020, as amended on November 30, 2021 and as amended and restated on December 2, 2022, for the account of AUL. This facility provides that a maximum aggregate amount of up to $150 million of acceptable securities may be deposited with, and for the benefit of, Lloyd’s on behalf of AUL to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s.

(vi)    On April 1, 2021, the Company’s subsidiaries, AAIC and Aspen Specialty, each established a secured line of credit at Federal Home Loan Bank of Boston (“FHLBB”). Advances may be used to support general corporate purposes. The maximum amount available under these facilities will vary based on the borrower’s net admitted assets or reserve assets (total invested assets) and the lender’s underwriting criteria. Aspen Specialty’s maximum borrowing capacity available from FHLBB upon initial application is 15% of net admitted assets or approximately $250 million, and is subject to North Dakota approval. Under Texas state insurance law, without the prior consent of the Texas Department of Insurance, the amount of assets AAIC may pledge to secure debt obligations is limited to 10% of its reserve assets, resulting in a maximum borrowing capacity for AAIC under its FHLBB facility of approximately $174 million. Neither AAIC nor Aspen Specialty expects to draw on these facilities in the near future.

(vii)    On November 5, 2021, Aspen Holdings entered into a letter of credit facility agreement. The letter of credit issued under this facility is the for the benefit of Aspen Bermuda, as beneficiary, and has been applied towards the eligible capital of Aspen Bermuda, and classified as ancillary Tier 3 capital of such entity, in accordance with applicable Bermuda laws

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and regulations. The total commitment under the facility is $100,000,000. A letter of credit in the full amount of the available commitment has been issued to Aspen Holdings under this facility.

(viii)    On December 29, 2021, Aspen Holdings entered into a committed letter of credit facility agreement. The letter of credit issued under this facility is for the benefit of Aspen Bermuda, as beneficiary, and has been applied towards the eligible capital of Aspen Bermuda, and classified as ancillary Tier 3 capital of such entity, in accordance with applicable Bermuda laws and regulations. The total commitment under the facility is $75,000,000. A letter of credit in the full amount of the available commitment has been issued to Aspen Holdings under this facility.

(ix)    On November 15, and 20, 2023, Aspen Bermuda and Aspen UK each signed a Global Master Repurchase Agreement with two selected banks to enable bilateral repurchase agreement to be entered, with cash and US Government Bonds as eligible collateral for the margin transfer. Advances may be used to support general corporate purposes. As of December 31, 2023, no active repurchase agreement has been entered with either of the banks.

The above credit facilities include certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, consolidated tangible net worth, and minimum financial strength ratings, with such financial covenants largely consistent with these set forth in the Credit Agreement. In addition, the agreements include default covenants, which could require the Company to fully secure the outstanding amounts thereunder and/or result in the Company not being allowed to issue any new letters of credit.

At December 31, 2023, no conditions of default existed under these facilities.

Debt Facilities

On July 26, 2023, the Company entered into a $300.0 million term loan facility at a borrowing rate of Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, which will adjust depending on the form of the loan and long-term debt rating of Aspen Holdings, as determined by specified rating issuers from time to time. The Company drew down on the term loan on November 9, 2023 due November 9, 2026 (the “2026 Term Loan”) and the proceeds were used to settle the 2023 Senior Notes. Subject to applicable law, the 2026 Term Loan will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The Company has recorded the long-term debt at amortized cost in the consolidated balance sheet. Interest incurred on the long-term debt is included within interest expense in the consolidated statement of operations. The interest expense for the twelve months ended December 31, 2023 was $3.0 million (December 31, 2022 —$Nil).

The following table summarizes our contractual obligations under long-term debt as at December 31, 2023.

	Payments Due By Period
Contractual Basis	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	($ in millions)
Long-term Debt Obligations	$	—	$	300.0	$	—	$	—	$	300.0

25. Allowance for Expected Credit Losses

The following tables summarize the Company’s allowance for expected credit losses for the twelve months ended December 31, 2023 and December 31, 2022 in available for sale investments, reinsurance recoverables and receivables:

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Available for Sale Investments	December 31,
	2023		2022
	($ in millions)
Balance at the beginning of the period	$	7.7	$	2.7
Additions to the allowance for credit losses on securities for which credit losses were not previously recognized	0.3		5.4
Increases/(decreases) to the allowance for credit losses on securities that had an allowance in the prior period	(3.6)		0.2
Reductions to the allowance for securities sold	(1.5)		(0.6)
Balance at the end of the period	$	2.9	$	7.7

	December 31, 2023				December 31, 2022
	Reinsurance Recoverables		Receivables		Reinsurance Recoverables		Receivables
	($ in millions)				($ in millions)
Balance at the beginning of the year	$	3.7	$	25.0	$	3.3	$	30.2
Movement in the year	—		(4.0)		0.4		(5.2)
Balance at the end of the year	$	3.7	$	21.0	$	3.7	$	25.0

26.    Subsequent Events

On March 1, 2024, the Company’s Board of Directors declared the following dividends:

	Dividend		Payable on:	Record Date:
5.950% Preference Shares (AHL PRC)	$	0.3719	April 1, 2024	March 15, 2024
5.625% Preference Shares (AHL PRD)	$	0.3516	April 1, 2024	March 15, 2024
5.625% Preference Shares, represented by depositary shares (AHL PRE)(1)	$	351.56	April 1, 2024	March 15, 2024

 ______________

(1)     The 5.625% Preference Shares are represented by depositary shares, each representing a 1/1000th interest in a share of the 5.625% Preference Shares. The dividend paid per depositary share is likewise 1/1000th of the declared dividend, equivalent to $0.35156 per depositary share.

The Company also paid an ordinary shares dividend of $25 million to Highlands Bermuda Holdco, Ltd. on March 21, 2024.

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Table of Contents

INDEX OF FINANCIAL STATEMENT SCHEDULES

	Page
Schedule I — Investments	1
Schedule II — Condensed Financial Information of Registrant	2
Schedule III — Supplementary Insurance Information	5
Schedule IV — Reinsurance	6
Schedule V — Valuation and Qualifying Accounts	7

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS

OTHER THAN INVESTMENTS IN RELATED PARTIES

For the Twelve Months Ended December 31, 2023

($ in millions)

Type of investment	Amortized Cost or Cost		Fair Value		Amount at which shown in the Balance Sheet
Fixed income maturities
U.S. government	$	1,473.6	$	1,448.1	$	1,448.1
U.S. agency	7.5		7.2		7.2
Municipal	136.9		131.2		131.2
Corporate	2,229.9		2,130.8		2,130.8
High yield loans	90.8		92.1		92.1
Non-U.S. government-backed corporate	115.1		109.0		109.0
Non-U.S. government	315.7		308.6		308.6
Asset-backed	936.0		908.2		908.2
Non-agency commercial mortgage-backed	6.6		5.8		5.8
Agency mortgage-backed	544.9		467.3		467.3
Total fixed income securities	$	5,857.0	$	5,608.3	$	5,608.3
Short term investments	$	95.7	$	95.7	$	95.7
Catastrophe bonds	$	1.6	$	1.6	$	1.6
Privately held investments (1)	$	509.6	$	437.1	$	489.9
Investments, equity method			$	7.6	$	7.6
Other investments at fair value (2)			$	169.6	$	209.3
Total investments			$	6,319.8	$	6,412.4

_________________

(1) Privately-held investments excludes related party investments totaling $112.4 million.

(2) Other investments excludes related party investments of $23.9 million in Apollo Real Estate Fund and $15.9 million in Apollo Origination Partnership.

S-1

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

As at December 31, 2023 and 2022

	As at December 31, 2023		As at December 31, 2022
	($ in millions, except per share amounts)
ASSETS
Fixed income maturities (trading)	43.2		40.5
Cash and cash equivalents	43.5		44.4
Investments in subsidiaries (1)	3,284.2		2,767.9
Intercompany funds due from affiliates	4.3		1.7
Right-of-use operating lease assets	1.5		2.0
Other assets	5.6		5.9
Total assets	$	3,382.3	$	2,862.4
LIABILITIES
Accrued expenses and other payables	27.8		22.3
Intercompany funds due to affiliates	144.7		180.5
Long-term debt	300.0		—
Short-term debt	—		299.9
Operating lease liabilities	1.3		1.7
Total liabilities	$	473.8	$	504.4
SHAREHOLDERS’ EQUITY
Ordinary shares	$	0.6	$	0.6
Preference shares	753.5		753.5
Additional paid in capital	761.2		761.2
Retained earnings	1,793.5		1,349.0
Accumulated other comprehensive income, net of taxes:
Unrealized (loss) on investments	(227.6)		(333.2)
(Loss)/gain on derivatives	(0.2)		13.8
Cumulative (losses) on foreign currency translation adjustments	(172.5)		(186.9)
Total accumulated other comprehensive (loss)	(400.3)		(506.3)
Total shareholders’ equity	2,908.5		2,358.0
Total liabilities and shareholders’ equity	$	3,382.3	$	2,862.4

____________________

(1)    The Company’s investment in subsidiaries is accounted for under the equity method and adjustments to the carrying value of these investments are made based on the Company’s share of capital, including share of income and expenses. Changes in the value were recognized in realized and unrealized investment gains and losses in the statement of operations.

S-2

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE II  - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Continued

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended December 31, 2023, 2022 and 2021

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021
	($ in millions)
Operating Activities:
Equity in net earnings/(losses) of subsidiaries and other investments, equity method	$	304.7	$	14.2	$	(90.5)
Dividend income	364.4		121.7		193.0
Net realized and unrealized investment gains/(losses)	1.1		(4.0)		(0.5)
Other income	3.2		1.0		—
Total revenues	673.4		132.9		102.0
Expenses:
General, administrative and corporate expenses	(121.3)		(62.7)		(54.6)
Interest expense	(15.6)		(14.3)		(14.3)
Other expense	(1.8)		(4.8)		(3.3)
Income from operations before income taxes	534.7		51.1		29.8
Income tax expense	—		—		—
Net income	534.7		51.1		29.8
Other comprehensive income/(loss), net of taxes:
Change in unrealized gains/(losses) on investments	105.6		(367.8)		(158.6)
Net change from current period hedged transactions	(14.0)		15.4		(6.2)
Change in foreign currency translation adjustment	14.4		(30.9)		21.4
Other comprehensive income/(loss), net of tax	106.0		(383.3)		(143.4)
Comprehensive Income /(loss)	$	640.7	$	(332.2)	$	(113.6)

S-3

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE II  - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Continued

STATEMENTS OF CASH FLOWS

For the Twelve Months Ended December 31, 2023, 2022 and 2021

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021
	($ in millions)
Cash Flows From Operating Activities:
Net income (excluding equity in net earnings of subsidiaries)	$	230.0	$	36.9	$	120.3
Adjustments:
Realized and unrealized (gains)/losses	(14.8)		19.7		(6.7)
Loss/(gain) on derivative contracts	14.0		(15.4)		6.2
Amortization of right-of-use operating lease assets	0.5		0.5		0.5
Interest on operating lease liabilities	0.1		0.1		0.1
Change in other assets	0.3		2.1		(1.6)
Change in accrued expenses and other payables	5.5		(3.2)		1.4
Change in intercompany activities	(38.4)		41.1		35.0
Change in right-of use assets	—		—		(2.0)
Change in operating lease liabilities	(0.5)		(0.6)		1.5
Net cash provided by operating activities	196.7		81.2		154.7
Cash Flows From Investing Activities:
(Purchases)/proceeds of fixed income securities	(8.1)		(10.0)		(42.6)
Proceeds from sales and maturities of fixed maturities, trading	6.4		7.8		—
Investment in subsidiaries	(105.7)		5.0		(115.0)
Net cash (used in)/provided by investing activities	(107.4)		2.8		(157.6)
Cash Flows From Financing Activities:
Repayment of short-term debt	(300.0)		—		—
Proceeds from term loan facility	300.0		—		—
Dividends paid on ordinary shares	(40.3)		(40.0)		—
Dividends paid on preference shares	(49.9)		(44.6)		(44.5)
Net cash (used in) financing activities	(90.2)		(84.6)		(44.5)
(Decrease) in cash and cash equivalents	(0.9)		(0.6)		(47.4)
Cash and cash equivalents — beginning of period	44.4		45.0		92.4
Cash and cash equivalents — end of period	$	43.5	$	44.4	$	45.0

S-4

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

For the Twelve Months Ended December 31, 2023, 2022 and 2021

Supplementary Information     

($ in millions)

Year Ended December 31, 2023	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	201.5	$	1,373.1	$	644.5	$	1,154.5			$	611.1	$	208.6	$	1,098.0	$	120.6
Insurance	94.7		1,859.7		1,048.3		1,460.0				941.9		171.6		1,483.9		233.9
Total	$	296.2	$	3,232.8	$	1,692.8	$	2,614.5	$	275.7	$	1,553.0	$	380.2	$	2,581.9	$	354.5

Year to date December 31, 2022	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	227.2	$	1,360.7	$	862.4	$	1,251.8			$	770.3	$	252.4	$	1,426.4	$	142.5
Insurance	91.8		1,452.5		857.8		1,436.9				909.7		179.4		1,469.6		244.0
Total	$	319.0	$	2,813.2	$	1,720.2	$	2,688.7	$	188.1	$	1,680.0	$	431.8	$	2,896.0	$	386.5

Year to date December 31, 2021	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	205.2	$	2,148.4	$	688.6	$	1,118.8			$	705.2	$	221.6	$	1,199.0	$	121.3
Insurance	85.6		2,165.3		827.6		1,291.7				988.1		192.5		1,388.7		211.8
Total	$	290.8	$	4,313.7	$	1,516.2	$	2,410.5	$	147.5	$	1,693.3	$	414.1	$	2,587.7	$	333.1

S-5

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE IV - REINSURANCE

For the Twelve Months Ended December 31, 2023, 2022 and 2021

Premiums Written

	Direct		Assumed		Ceded		Net Amount
	($ in millions)
2023	$	2,446.6	$	1,521.0	$	(1,385.7)	$	2,581.9
2022	$	2,531.7	$	1,807.0	$	(1,442.7)	$	2,896.0
2021	$	2,341.4	$	1,597.0	$	(1,350.7)	$	2,587.7

Premiums Earned

	Gross Amount		Assumed From Other Companies		Ceded to Other Companies		Net Amount		Percentage of Amount Assumed to Net
	($ in millions, except for percentages)
2023	$	2,444.8	$	1,562.0	$	(1,392.3)	$	2,614.5	59.7	%
2022	$	2,370.8	$	1,617.2	$	(1,299.3)	$	2,688.7	60.1	%
2021	$	2,139.1	$	1,479.2	$	(1,207.8)	$	2,410.5	61.4	%

S-6

Table of Contents

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS

For the Twelve Months Ended December 31, 2023, 2022 and 2021

 The following table shows the movement in the Company’s bad debt provision during the twelve months ended December 31, 2023, 2022 and 2021:

	Balance at Beginning  of Year		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of  Year
Provisions for Bad Debt	($ in millions)
2023
Premiums receivable from underwriting activities	$	25.0	$	(4.0)	$	—	$	—	$	21.0
Reinsurance	$	—	$	—	$	—	$	—	$	—
2022
Premiums receivable from underwriting activities	$	30.2	$	(5.2)	$	—	$	—	$	25.0
Reinsurance	$	—	$	—	$	—	$	—	$	—
2021
Premiums receivable from underwriting activities	$	34.0	$	(3.8)	$	—	$	—	$	30.2
Reinsurance	$	—	$	—	$	—	$	—	$	—

S-7

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Aspen Insurance Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Aspen Insurance Holdings Limited (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and other comprehensive income (loss), changes in shareholders’ equity and cash flows for each of two years in the period ended December 31, 2023, and the related notes and financial statement schedules I to V (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited the adjustment to the 2021 consolidated financial statements to retrospectively disclose earnings per ordinary share, as described in Note 13, Earnings Per Ordinary Share. In our opinion, such adjustment is appropriate and has been properly applied. We were not engaged to audit, review, or apply any procedures to the 2021 consolidated financial statements of the Company other than with respect to the adjustment and, accordingly, we do not express an opinion or any other form of assurance on the 2021 consolidated financial statements taken as a whole.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

	Valuation of incurred but not reported reserve estimates, gross and net of reinsurance
Description of the Matter	At December 31, 2023, the Company’s reserves for losses and loss adjustment expenses, net of reinsurance, was $3,232 million, of which a significant proportion is incurred but not reported reserves (‘IBNR’). As described in Notes 2(b) and 10 of the consolidated financial statements, losses and loss adjustment expenses represents management’s estimate of the ultimate costs of all reported and unreported losses incurred through the balance sheet date. There is significant uncertainty inherent in estimating the IBNR, gross and net of reinsurance. In particular, management’s estimate is sensitive to the actuarial methods selected and the significant assumptions applied, including the impact of catastrophe events and other large losses, reinsurance assumptions incorporated into net loss ratios, expected trends in claims severity and frequency, and expected duration of the respective claim’s development period. Auditing management’s estimate for IBNR reserve estimates, gross and net of reinsurance, was complex and required the involvement of our actuarial specialists, due to the sensitivity of the estimate to the actuarial methods selected and the judgmental nature of the significant assumptions used in the valuation of the estimate, including the netting of IBNR for reinsurance.
How We Addressed the Matter in Our Audit	To assess the actuarial methodologies applied, with the assistance of our actuarial specialists, we compared management’s methods to those used in the industry for similar lines of business. To evaluate the significant assumptions used in the Company’s estimates, with the assistance of our actuarial specialists, our procedures included, among others, comparing the significant assumptions, such as incurred to ultimate loss ratios, and industry loss levels specifically for the catastrophe events and other large losses, expected trends in claims severity and frequency and expected duration of the respective claim’s development period, as well as reinsurance assumptions, to current industry benchmarks, compiled from information in the public domain, as well as those we have developed internally, from our experience with businesses in the same industry as the Company. Our procedures also included using the Company’s historical data to develop our own independent projections and a range of reserve estimates for selected classes of business. We compared our independent projections and range of reserve estimates to the Company’s recorded losses and loss adjustment expense reserves, both gross and net of reinsurance.
	Valuation of privately–held investments
Description of the Matter	At December 31, 2023, the fair value of the Company’s privately-held investments totaled $475 million. The fair values are based on internally developed discounted cash flow models as discussed in Note 6 to the consolidated financial statements. The discount and dividend or interest rates used by management in the cash flow models are significant unobservable inputs, which create greater subjectivity when determining the fair value of these investments. Auditing the fair value of the privately-held investments was challenging, due to the judgmental nature of the inputs and assumptions used, including discount, dividend, interest rates and timing of cash flows, as these were not directly observable in the market.
How We Addressed the Matter in Our Audit	To test the fair value estimates, among other procedures, we involved our valuation specialists to independently determine a range of fair values for a sample of securities, which we compared to management’s estimates of fair value for the selected securities. In developing our independent estimates, we, together with our valuation specialists, compared management’s assumptions such as discount, dividend and interest rates, as well as timing of cashflows, to comparable publicly available market information, comparable instruments and other valuation techniques, if available. We also compared the fair value of the privately-held investments to independent third-party vendor pricing, where available.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2022.

London, United Kingdom

April 1, 2024

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Aspen Insurance Holdings Limited

Opinion on the Consolidated Financial Statements

We have audited, before the retrospective presentation of earnings per share described in Note 13, the consolidated statements of operations and other comprehensive income, changes in shareholders’ equity, and cash flows of Aspen Insurance Holdings Limited and subsidiaries (the Company) for the year ended December 31, 2021, the related notes, and the related financial statement schedules I to V (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements, before the retrospective presentation of earnings per share described in Note 13, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to the Company’s retrospective presentation of earnings per share and the accompanying disclosures on earnings per share for the year ended December 31, 2021, as discussed in Note 13 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such presentation has been properly applied. The presentation and disclosures of earnings per share were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 2002 to 2022.

London, United Kingdom

May 16, 2022

Item 19. Exhibit Index

(a) Financial Statements, Financial Statement Schedules and Exhibits

1. Financial Statements: The Consolidated Financial Statements of Aspen Insurance Holdings Limited and related Notes thereto are listed in the accompanying Index to Consolidated Financial Statements and Reports on page F-1 and are filed as part of this Report.

2. Financial Statement Schedules: The Schedules to the Consolidated Financial Statements of Aspen Insurance Holdings Limited are listed in the accompanying Index to Schedules to Consolidated Financial Statements on page S-1 and are filed as part of this Report.

3. Exhibits:  

Exhibit Number	Description
1.1	Certificate of Incorporation and Memorandum of Association (incorporated herein by reference to exhibit 3.1 to the Company’s 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
1.2	Altered Memorandum of Association (incorporated herein by reference to exhibit 3.1 of the Company’s Current Report on Form 6-K filed on July 29, 2019)
1.3	Amended and Restated Bye-laws (incorporated herein by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on February 15, 2019)
2.1	Description of Securities, (incorporated herein by reference to exhibit 2.1 with the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed on April 20, 2023)
3.1	Indenture, dated August 16, 2004, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.3 to the Company’s 2004 Registration Statement on Form F-1 (Registration No. 333-119-314))
3.2	Third Supplemental Indenture, dated November 13, 2013, between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 13, 2013)
3.3	Fourth Supplemental Indenture, dated June 27, 2019, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 28, 2019)
3.4	Form of Certificate of Designations of the Company’s 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares, dated May 2, 2013 (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013)
3.5	Specimen Certificate for the Company’s 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013)
3.6	Form of Certificate of Designation of the Company’s 5.625% Perpetual Non-Cumulative Preference Shares, dated September 20, 2016 (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016)
3.7	Specimen Certificate for the Company’s 5.625% Perpetual Non-Cumulative Preference Shares (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016)
3.8	Form of Certificate of Designation for the Company’s 5.625% Perpetual Non-Cumulative Preference Shares represented by Depositary Shares, each such Depositary Share representing a 1/1000th interest in a 5.625% Perpetual Non-Cumulative Preference Share, dated August 13, 2019 (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 6-K filed on August 13, 2019)
3.9	Form of Share Certificate evidencing the 5.625% Perpetual Non-Cumulative Preference Shares represented by Depositary Shares (incorporated herein by reference to exhibit 4.2 to the Company’s Current Report on Form 6-K filed on August 13, 2019)
3.10	Deposit Agreement dated as of August 13, 2019 among the Company, Computershare Inc. and Computershare Trust Company, N.A. (incorporated herein by reference to exhibit 4.3 to the Company’s Current Report on Form 6-K filed on August 13, 2019)
3.11	Form of Depositary Receipt (incorporated herein by reference to exhibit 4.4 to the Company’s Current Report on Form 6-K filed on August 13, 2019)

- i -

4.1	Agreement and Plan of Merger, dated as of August 27, 2018, by and among Aspen Insurance Holdings Limited, Highlands Holdings, Ltd, and Highlands Merger Sub, Ltd (incorporated herein by reference to exhibit 2.1 to the Current Report on Form 8-K filed on August 28, 2018)
4.2	Service Agreement, dated February 19, 2019, by and among Mark Cloutier, Aspen Insurance Holdings Limited and Aspen Bermuda Limited (incorporated herein by reference to exhibit 10.1 to the Company’s Form 10-K/A filed on April 29, 2019)*
4.3	Management Consulting Agreement, dated March 28, 2019, between Aspen Insurance Holdings Limited and Apollo Management Holdings, L.P. (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 29, 2019)
4.4	Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014, filed on May 1, 2014)*
4.5	Amended and Restated Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014, filed on November 7, 2014)*
4.6	Third Amended and Restated Credit Agreement, dated as of December 1, 2021, among the Company, various subsidiaries therefor, various lenders and Barclays Bank plc, as administrative agent (incorporated herein by reference to exhibit 99.1 of the Company’s Current Report on Form 6-K, filed on December 2, 2021)
4.7	First Amendment to Third Amended and Restated Credit Agreement, dated as of January 6, 2023, among the Company, various subsidiaries therefor, various lenders and Barclays Bank, plc, as administrative agent, filed with this report
4.8	Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 29, 2023, among the Company, various subsidiaries therefor, various lenders and Barclays Bank plc, as administrative agent,filed with this report
4.9	Amended and Restated Outsourcing Agreement, dated March 31, 2023, between Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services, Inc., Aspen Bermuda Limited and Genpact (UK) Limited, filed with this report
4.10	First Amendment to the Outsourcing Agreement, dated December 20, 2023, between Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services Inc., Aspen Bermuda Limited and Genpact (UK) Limited, filed with this report
4.11	Outsourcing Agreement, dated as of December 24, 2020, between Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services Inc., Aspen Bermuda Limited and Cognizant Worldwide Limited, filed with this report
4.12	Amended and Restated Reinsurance Agreement, dated January 10, 2022, among the Company, various subsidiaries therefor, and Enstar Group Limited+, (incorporated herein by reference to exhibit 4.23 with the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed on April 20, 2023)
4.13	Master Services Agreement: ITO Services, dated May 27, 2022, between Aspen Insurance UK Services Limited and Mindtree Limited, (incorporated herein by reference to exhibit 4.24 with the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed on April 20, 2023)
4.14	Term Loan Credit Agreement, dated as of July 26, 2023, among Aspen Insurance Holdings Limited, the several lenders from time to time parties thereto, Citibank N.A. as administrative agent, and other parties thereto, filed with this report
4.15	First Amendment to the Term Loan Credit Agreement, dated as of December 18, 2023, among Aspen Insurance Holdings Limited, several banks and Citibank, N.A. as administrative agent that are parties hereto, filed with this report
8.1	Subsidiaries of the Company, filed with this report
12.1	Officer Certification of Mark Cloutier, Chief Executive Officer of Aspen Insurance Holdings Limited, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed with this report
12.2	Officer Certification of Christopher Coleman, Chief Financial Officer of Aspen Insurance Holdings Limited, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed with this report
13.1	Officer Certification of Mark Cloutier, Chief Executive Officer of Aspen Insurance Holdings Limited, and Christopher Coleman, Chief Financial Officer of Aspen Insurance Holdings Limited, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed with this report
15.1	Consent of Independent Registered Public Accounting Firm - KPMG LLP

- ii -

15.2	Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP
97.1	Aspen Insurance Holding Limited’s Policy on Recoupment of Incentive Compensation, filed with this report
101	The following financial information from Aspen Insurance Holdings Limited’s annual report on Form 20-F for the year ended December 31, 2023 formatted in XBRL includes: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Audited Consolidated Financial Statements, tagged as blocks of text and in detail**

*    This exhibit is a management contract or compensatory plan or arrangement.

+    Certain portions of this exhibit (indicated by “[***]”), including certain schedules (or similar attachments) thereto, have been redacted. The registrant agrees to furnish a copy of any omitted information schedule to the Securities and Exchange Commission upon request.

**    As provided in Rule 406T of Regulation S-T, this information is “furnished” herewith and not “filed” for the purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Exchange Act. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act unless Aspen Insurance Holdings Limited specifically incorporates it by reference.

- iii -

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ASPEN INSURANCE HOLDINGS LIMITED
By:	/s/ Christopher Coleman
	Name: Christopher Coleman
	Title: Chief Financial Officer

Date: April 1, 2024

iv

EX-4.7

Execution Version

FIRST AMENDMENT TO THIRD AMENDED AND RESTATEDCREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 6, 2023, is among Aspen Insurance Holdings Limited (“Aspen”), the undersigned Subsidiary Borrowers (together with Aspen, each a “Borrower” and collectively the “Borrowers”), the several banks that are parties hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).

WHEREAS, the Borrowers, various banks, the Collateral Agent and Barclays Bank PLC, as administrative agent, entered into a Third Amended and Restated Credit Agreement dated as of December 1, 2021 (the “Credit Agreement”); and

WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1.    Amendment. Subject to Section 2 below, the definition of “Consolidated Tangible Net Worth” of Section 1.1, Defined Terms, of the Credit Agreement is amended by inserting the following at the end thereof:

    “(but excluding for the purposes of this calculation (a) any amount included in the Company’s accumulated other comprehensive income or loss related to unrealized gains or losses on available for sale securities and (b) during the period from January 1, 2022, any amount included in net unrealized investment gains or losses, related to unrealized gains or losses on trading securities).”

2.    Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a)The Administrative Agent shall have received a counterpart of this Amendment executed by the Borrowers, the Administrative Agent and the Required Lenders.

(b)The representations and warranties of the Borrowers contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(c)No Default has occurred and is continuing or will result from the effectiveness of this Amendment.

3.    Borrower Representations. Each Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to

an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally and (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment.

4.    Reaffirmation of Loan Documents. Each Borrower agrees that each Loan Document to which it is a party remains in full force and effect and is hereby ratified and confirmed. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to consent to any action requiring consent under any other provision of the Credit Agreement.

5.    Other. The provisions of Sections 11.5, 11.9, 11.12, 11.13 and 11.20 of the Credit Agreement are incorporated herein by reference as if set forth in full herein, mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
	ASPEN INSURANCE HOLDINGS LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN BERMUDA LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN INSURANCE UK LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN (UK) HOLDINGS LIMITED, as a Borrower By: __________________________________ Name: Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

ASPEN SPECIALTY INSURANCE COMPANY,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN U.S. HOLDINGS, INC.,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN UNDERWRITING LIMITED,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN AMERICAN INSURANCE COMPANY,
as a Borrower

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

BARCLAYS BANK PLC,
as Administrative Agent and a Lender

By: __________________________________
Name:
Title:

Executed in New York

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

CITIBANK, N.A.,
as a Lender

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

THE BANK OF NEW YORK MELLON,
as a Lender

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

LLOYDS BANK CORPORATE MARKET PLC,
as a Lender

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

HSBC BANK USA, N.A.,
as a Lender

By: __________________________________
Name:
Title:

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

EX-4.8

Execution Version

SECOND AMENDMENT TO THIRD AMENDED AND RESTATEDCREDIT AGREEMENT

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 29, 2023, is among Aspen Insurance Holdings Limited (“Aspen”), the undersigned Subsidiary Borrowers (together with Aspen, each a “Borrower” and collectively the “Borrowers”), the several banks that are parties hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).

WHEREAS, the Borrowers, various banks, the Collateral Agent and Barclays Bank PLC, as administrative agent, entered into a Third Amended and Restated Credit Agreement dated as of December 1, 2021 (the “Credit Agreement”);

WHEREAS, certain loans, commitments and/or other extensions of credit (the “Loans”) under the Credit Agreement denominated in Dollars incur or are permitted to incur interest, fees or other amounts based on the London Interbank Offered Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of the Credit Agreement; and

WHEREAS, the Administrative Agent, the Borrower and the Lenders party hereto comprising all the Lenders have determined in accordance with the Credit Agreement that LIBOR should be replaced with the applicable Benchmark Replacement for all purposes under the Credit Agreement and any Loan Document and the parties to this Agreement hereby agree that such changes shall become effective on the Amendment Effective Date (as defined below).

NOW, THEREFORE, the parties hereto agree as follows:

1.    Amendment. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A hereto.

2.    Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a)The Administrative Agent shall have received a counterpart of this Amendment executed by the Borrowers, the Administrative Agent and each Lender.

(b)The representations and warranties of the Borrowers contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(c)No Default has occurred and is continuing or will result from the effectiveness of this Amendment.

3.    Borrower Representations. Each Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally and (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment.

4.    Reaffirmation of Loan Documents. Each Borrower agrees that each Loan Document to which it is a party remains in full force and effect and is hereby ratified and confirmed. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to consent to any action requiring consent under any other provision of the Credit Agreement.

5.    On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as modified hereby on the Amendment Effective Date. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

6.    Other. The provisions of Sections 11.5, 11.9, 11.10, 11.11 11.12, 11.13 and 11.20 of the Credit Agreement are incorporated herein by reference as if set forth in full herein, mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
	ASPEN INSURANCE HOLDINGS LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN BERMUDA LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN INSURANCE UK LIMITED, as a Borrower By: __________________________________ Name: Title:
	ASPEN (UK) HOLDINGS LIMITED, as a Borrower By: __________________________________ Name: Title:

[Signature Page to Second Amendment to Third Amended and Restated Credit Agreement]

ASPEN SPECIALTY INSURANCE COMPANY,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN U.S. HOLDINGS, INC.,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN UNDERWRITING LIMITED,
as a Borrower

By: __________________________________
Name:
Title:

ASPEN AMERICAN INSURANCE COMPANY,
as a Borrower

By: __________________________________
Name:
Title:

[Signature Page to Second Amendment to Third Amended and Restated Credit Agreement]

BARCLAYS BANK PLC,
as Administrative Agent

By: __________________________________
Name:
Title:

Executed in New York

[Signature Page to Second Amendment to Third Amended and Restated Credit Agreement]

LENDERS:    [_],

By:

Name:

Title:

[Signature Page to Second Amendment to Third Amended and Restated Credit Agreement]

Exhibit A

EX-4.9

DATED    2023

(1)    ASPEN INSURANCE UK SERVICES LIMITED

- and -

(2)    ASPEN INSURANCE U.S. SERVICES, INC.

- and -

(3)    ASPEN BERMUDA LIMITED

- and -

(4)    GENPACT (UK) LIMITED

AMENDED AND RESTATED
OUTSOURCING AGREEMENT

CONTENTS

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SCHEDULES

Schedule 1Definitions

Schedule 2    Service Tower Specification

Schedule 3    Service Levels and Service Credits

Schedule 4    Customer Dependencies

Schedule 5    Sub-Contractor List

Schedule 6    Standards and Polices

Schedule 7    Security – IT & Physical

Schedule 8    Transition and Transformation

Schedule 9    Form of Local Agreement

Schedule 10    Charging & Invoicing

Schedule 11    Benchmarking Procedure

Schedule 12    Governance and Service Management

Schedule 13    Contract Change Control Procedure

Schedule 14    Sequence Licence

Schedule 15    Exit Plan and Service Transfer Arrangements

Schedule 16    Business Continuity and DR Plan

Schedule 17    Staff Transfer

Schedule 18    Key Personnel

Schedule 19    Transferring Contracts/Right to Use

Schedule 20    Transferring Assets

Schedule 21    Data Processing and Transfer

Schedule 22    Locations and Site Licence

Schedule 23    Service Provider's IT Solution Document

Schedule 24    Pro-forma Statement of Work

Schedule 25    June 2018 Parent Company Guarantee

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THIS AGREEMENT is made on    2023 and shall be deemed to be effective from the Restatement Date.

BETWEEN:

(1)ASPEN INSURANCE UK SERVICES LIMITED a company incorporated in England with registered number 04270446, whose registered office is at 30 Fenchurch Street, London, EC3M 3BD (the "UK Customer"); and

(2)ASPEN INSURANCE U.S. SERVICES, INC. a company incorporated in Delaware, United States, whose registered office is at 1209 Orange Street, Wilmington, DE 19801 (the "US Customer");

(3)ASPEN BERMUDA LIMITED a company incorporated in Bermuda with company number 127314 and registration number 32866, whose registered office is at 141 Front Street, Hamilton HM 19, Bermuda (the "Bermuda Customer"); and

(4)GENPACT (UK) LIMITED a company incorporated in England, having a registered address at 5th floor, 5 Merchant Square, Paddington, London W2 1AY, bearing Company No. 04217635 (the "Service Provider").

Together, the UK Customer, the US Customer and the Bermuda Customer are referred to in this Agreement in the singular form as the "Customer".

WHEREAS:

(A)In April 2018 the Customer entered into an outsourcing agreement for the provision and management of the Customer's business process services functions (the "2018 Agreement") with the Service Provider's Affiliate Genpact International, Inc. (a company incorporated in Delaware, United States, whose registered office is at 1155 Avenue of the Americas 4th Floor, New York, NY 10036). Subsequently the Parties entered into a novation agreement such that the Service Provider replaced Genpact International, Inc. as the Service Provider under the 2018 Agreement and assumed all of Genpact International, Inc.'s obligations thereunder.

(B)The Customer now wishes to extend the outsourced provision and management of certain of its business processes with the Service Provider.

(C)The Service Provider is experienced in the design, development and implementation of business process systems and the provision of managed services.

(D)The Customer and the Service Provider intend for this Agreement to be deemed to be an amendment, restatement and extension of the 2018 Agreement, as described in clause 45.2 below.

IT IS AGREED as follows:

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Part ADEFINITIONS AND INTERPRETATION

1.DEFINITIONS

1.1In this Agreement, unless the context otherwise requires, the capitalised terms used herein shall have the meanings set out in Schedule 1 (Definitions).

2.INTERPRETATION

1.1In this Agreement a reference to:

1.1.1a "person" includes bodies corporate and unincorporated associations of people;

1.1.2a clause, Schedule, paragraph, section, Exhibit, Appendix or Annex are, except where otherwise stated, a reference to a clause, Schedule, paragraph, section, Exhibit, Appendix or Annex to this Agreement. The Schedules form part of this Agreement and shall be read as though they were set out in this Agreement;

1.1.3a word importing one gender shall (where appropriate) include any other gender and a word importing the singular shall (where appropriate) include the plural and vice versa;

1.1.4any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated or re-enacted from time to time and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted) from time to time;

1.1.5"including", "includes" and "in particular" are illustrative, none of them shall limit the sense of the words preceding it and each of them shall be deemed to incorporate the expression "without limitation". "Other" and "otherwise" are also illustrative and shall not limit the sense of the words preceding them;

1.1.6words denoting persons include bodies corporate and unincorporated associations and vice versa where the context requires. The words "subsidiary" and "holding company" shall have the meanings given to them in section 1159 and schedule 6 of the Companies Act 2006;

1.1.7the index and headings in this Agreement and any descriptive notes in brackets are for convenience only and shall not affect its interpretation; and

1.1.8in the case of any inconsistency between any provision of the Schedules to this Agreement and any term of this Agreement the latter shall prevail. In the case of any inconsistency between any provision of the Annexes or Appendices and any provision of the Schedules, the latter shall prevail.

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Part BTERM AND SERVICE PROVISION

3.TERM

1.1The term of this Agreement shall begin at 23:59 on the 31 March 2023 (the "Restatement Date") and shall expire (unless terminated earlier or extended in accordance with this Agreement) three (3) years from the Restatement i.e. at 23:59 UK time on 31 March 2026 (such period being the "Initial Term").

1.2The Customer may, in its sole discretion, extend the Initial Term by up to three (3) further periods of one (1) year from the expiry of the Initial Term, by giving written notice to the Service Provider at least ninety (90) days prior to the expiry of the Initial Term or an extension period, as applicable.

1.3The Service Provider shall provide notice to the Customer of the expiry of the Initial Term and any extension period at least one hundred and eighty (180) days prior to the same.

1.4The Customer may require that local services agreements ("Local Agreements") or Statements of Work are put in place between its Affiliates and the Service Provider or its Affiliates pursuant to which the provision of local delivery of certain of the Services may be managed. The Service Provider agrees that subject always to agreement on the appropriate invoicing and taxation arrangements it shall not unreasonably withhold its consent to the agreement of such Local Agreements and/or Statements of Work and further agrees that any such Local Agreements and/or Statements of Work shall incorporate all of the terms of this Agreement save as specified and agreed by the executing parties in such Local Agreement or Statement of Work and approved in writing by the Customer and the Service Provider. The Parties have agreed a form of Local Agreement (as set out in Schedule 9) and Statement of Work (as set out in Schedule 24) and agree to use such pro-formas as the basis of any Local Agreement or Statement of Work. The Parties further agree that on or before the First Service Commencement Date they shall conclude Local Agreements between the Service Provider and each of the UK Customer, the US Customer and the Bermuda Customer.

1.5The Parties have agreed that either the UK Customer or Aspen Insurance Holdings Limited (Registration No. 32164 with its address at 141 Front Street, Hamilton HM19, Bermuda) shall be entitled to make decisions and provide instructions to the Service Provider pursuant to this Agreement as "the Customer" for and on behalf of each of the UK Customer, the US Customer and the Bermuda Customer.

4.SERVICES

General

1.1The Service Provider shall provide the Services to the Customer and the Customer Group in accordance with the terms of the Agreement and also:

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1.1.1in accordance with the requirements set out in the applicable Schedules save for immaterial or cosmetic deviations;

1.1.2with diligence, professionalism and in accordance with Good Industry Practice (defined below);

1.1.3with sufficient, suitably trained and qualified resources to provide the Services;

1.1.4in a cost-effective manner, but without prejudice to the level of quality and performance required;

1.1.5in accordance with the relevant time frames specified or if none are specified, within a reasonable time frame;

1.1.6in material compliance with the Customer Standards and Policies made available to it in writing from time to time (with changes managed via the Contract Change Control Procedure);

1.1.7to meet or exceed any Service Levels; and

1.1.8at Customer Locations or from Service Provider Service Locations approved in writing by the Customer.

1.2The Service Provider shall adopt processes and related behaviour that shall:

1.1.1support closely the Customer's business model and business objectives;

1.1.2enable the Customer and its Service Provider to respond promptly and effectively to predictable and unpredictable change;

1.1.3promote rational, fact based problem solving;

1.1.4increase ease of communication and understanding;

1.1.5increase openness, reliability and consistency;

1.1.6facilitate the identification and deployment of creative solutions to optimise value; and

1.1.7reflect the partnership principles methodology.

1.3The Customer considers "scope creep" to be a particular risk in any outsourcing project and considers that its service providers, as experts in the field, should take responsibility for managing the downside risk of scope creep. In recognition of this, the Service Provider agrees that if any services, functions or responsibilities not specifically described in the Agreement or any are required for, incidental to or customarily included in, the performance and provision of the Services they shall be implied by and automatically included

7

within the applicable Schedule and the agreed Charges, to the same extent and the same manner as if specifically described in the Agreement.

1.4The Services shall be deemed to include:

1.1.1any services, functions and responsibilities reflected in those categories of the Customer's budget that the Service Provider is assuming pursuant to the Agreement unless the same are specifically identified in this Agreement as either no longer being required or as being the responsibility of the Customer.

1.5The Service Provider shall increase or decrease the amount of the Services according to the Customer's demand for these Services and the Customer reserves the right to add or remove Services.

1.6Except as otherwise expressly provided in this Agreement, the Service Provider shall be responsible for providing all the facilities, personnel and other resources necessary to provide the Services.

1.7The Customer reserves the right, in its sole discretion, to provide any or all of the Services itself or to contract with Third Party Service Providers to perform all or any part of the Services at any time.

Suspension

1.8The Customer shall have the right to suspend the provision of Services at any time where either:

1.1.1the provision of Services is, in the Customer's reasonable opinion, having an adverse impact on the Customer's business or the experience of its customers or staff; or

1.1.2the Service Provider is in material breach of its obligations under this Agreement.

1.9In the event of suspension pursuant to clause 4.8, the Service Provider shall:

1.1.1in the case of both clauses 4.8.1 and 4.8.2 immediately cease providing the affected Services; and

1.1.2in the case of clause 4.8.2 only, and save to the extent any ramp down benching or other costs are agreed in this Agreement, will cease to have any entitlement to charge for the Services.

1.10The Customer shall have the right to require that any Services suspended pursuant to clause 4.8 re-start at any time provided that if the period of suspension has continued for longer than one (1) month, at least one (1) week's notice shall be required and if the period of suspension has continued for longer than three (3) months, at least one (1) month's notice shall be required.

8

5.DELAY

1.1If the Service Provider becomes aware that the provision of the Services or any other activity under this Agreement is being, or in its reasonable estimation is likely to be, delayed or interrupted (for whatever reason), such that it shall not meet any of its obligations under this Agreement, then the Service Provider shall, unless otherwise agreed by the Customer, give written notice immediately to the Customer of the relevant circumstances (the "Delay Notice"). The giving of such notice shall not prejudice the Customer's rights under this Agreement.

1.2The Delay Notice shall:

1.1.1identify the cause or causes of the delay or interruption;

1.1.2state whether, and to what extent, the delay or interruption is, or is expected to be, caused by a Force Majeure Event;

1.1.3provide details of the delay or interruption and its expected duration;

1.1.4identify clearly which Services, Milestones (if any), Performance Standards and/or other Agreement obligations are likely to be affected and, in the reasonable opinion of the Service Provider, the extent to which they are likely to be affected; and

1.1.5identify as far as possible the extent to which the Service Provider's fulfilment of the relevant obligations under this Agreement will be delayed, interrupted or otherwise affected.

1.3If the Service Provider fails to achieve a Milestone, at no additional charge to the Customer, and without prejudice to the Customer's other rights, the Service Provider shall (as the case may be):

1.1.1continue to provide the Services so as to meet the Milestone or complete Transition as soon as possible after the Milestone Date; or

1.1.2re-perform the Services so as to meet the Milestone or complete Transition as soon as possible after the Milestone Date; and

1.1.3ensure that any cost reductions planned to take effect at such Milestone shall in any event be realised by the Customer as of the planned Milestone Date.

1.4If the delay or interruption continues for more than five (5) Business Days, the Service Provider shall provide the Customer periodically (and at least on a weekly basis) with updated information in relation to the matters referred to in clause 5.2, notwithstanding any discussions or negotiations relating to the continued performance of this Agreement following a Force Majeure Event or the Customer exercising its other rights.

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6.ACCEPTANCE

1.1Where applicable, the Parties shall agree and set out Acceptance Criteria for each Acceptance Item and the rest of this clause 6 shall apply. .

1.2The Service Provider must undertake its own internal testing of any Acceptance Item before submitting it to the Customer for acceptance testing.

1.3The Service Provider must provide the Customer with at least seven (7) Business Days' notice prior to submitting any item for acceptance testing.

1.4Unless otherwise agreed between the Parties, the Customer shall conduct the acceptance testing promptly after receiving the Acceptance Item and promptly notify the Service Provider whether it accepts, rejects or conditionally accepts the Acceptance Item. The Customer shall promptly issue an Acceptance Certificate if it accepts or conditionally accepts the Acceptance Item.

1.5The Service Provider shall provide all reasonable support to the Customer in relation to conducting the acceptance testing at no additional charge.

1.6If the Service Provider conducts the acceptance testing, the Customer shall be entitled to observe the acceptance testing and shall provide reasonable support to the Service Provider in relation to the conduct of the acceptance testing.

1.7If an Acceptance Item is rejected, the Customer shall provide reasons for such rejection, and the Service Provider shall remedy the relevant defects at no additional charge and re-submit the Acceptance Item to the Customer as soon as reasonably practicable but in all cases within seven (7) Business Days or such longer period as may be reasonable in the circumstances and as such longer period is stipulated in the applicable Transition Plan, Transformation Plan or Change Control Note.

1.8If an Acceptance Item is rejected a second time, without prejudice to any other rights the Customer may have, the Customer shall have the option to:

1.1.1require the Service Provider to rectify any defects and re-submit the Acceptance Item for acceptance;

1.1.2accept the Acceptance Item subject to an equitable reduction in fees (which shall be at least 10% or such other greater sum as is agreed); or

1.1.3immediately terminate the affected Services for material breach and be refunded all Charges paid under this Agreement in connection with the same, in which case the Customer shall not use the rejected Acceptance Item.

1.9In no circumstances shall the Customer be deemed to have accepted an Acceptance Item, other than where it is unconditionally accepted and an Acceptance Certificate is issued.

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1.10If the Customer conditionally accepts an Acceptance Item, it shall notify the Service Provider of the conditions to which the acceptance is subject and the Acceptance Item shall not be fully accepted until such conditions have been met. Any payments related to acceptance shall not be triggered by a conditional acceptance unless agreed otherwise in writing in a Change Request, it being agreed that such agreement may include an agreement that the defects or backlog of issues shall be completed within an agreed period.

7.TRANSITION

1.1The Transition Plan in Schedule 8 (Transition and Transformation) sets out full details of how the current service provision shall be separated from the remaining Customer-provided activities and then migrated to the Service Provider after the Restatement Date. The Service Provider shall perform the Transition and any further implementation or Transformation Projects:

1.1.1so as to cause minimal disruption to the business of the Customer (and in any event only that disruption agreed in the Transition Plan or other applicable Transformation Plan); and

1.1.2in accordance with the Milestones set out in the agreed Transition Plan (or other applicable Transformation Plan).

1.2The Service Provider shall be responsible for the overall management of the project and shall identify and resolve, or assist the Customer in the identification and resolution of, any problems encountered in the timely completion of each task identified in the Transition Plan (or other applicable Implementation Plan), whether the task is the responsibility of the Service Provider, the Customer or a third party.

1.3The Service Provider shall provide the Customer with weekly progress reports that describe in reasonable detail the current status of the Transition, indicate the progress of the work being performed, identify any actual or anticipated problems or delays, assess the impact of such problems or delays on the Supplier's provision of the Services and describe all actions being taken or to be taken to remedy such problems or delays.

1.4The Service Provider further agrees that the Acceptance procedure set out in clause 6 shall apply with the Acceptance Item being the effective transfer of the applicable service to the Service Provider.

8.GOVERNANCE, REPORTING AND PERFORMANCE

Governance

1.1The Service Provider shall comply with the Customer's governance requirements as set out in Schedule 12 (Governance and Service Management) at no additional charge.

Procedures Manual

11

1.2The Service Provider shall develop within one (1) week of completion of each Parallel Run activities carried out pursuant to each applicable Transition and Transformation Plan and maintain (subject always to approval by the Customer) a policy and procedures manual (the "Procedures Manual") that describes, at a minimum:

1.1.1how the Services are to be performed and delivered;

1.1.2the Equipment and Software to be used;

1.1.3the relevant Documentation including operations manuals and user guides;

1.1.4the quality assurance procedures approved by the Customer;

1.1.5the supervision, monitoring, staffing, reporting, planning and oversight activities to be undertaken by the Service Provider;

1.1.6the Service Provider's problem management escalation procedures;

1.1.7other pertinent Service Provider standards and procedures; and

1.1.8the Standards and Policies.

1.3The Service Provider shall update and maintain the Procedures Manual at least annually and the Customer and the Service Provider shall agree on any policies and procedures to be included within the same.

1.4Until the Procedures Manual is approved, the Service Provider shall perform the Services consistent with existing Customer Standards and Policies.

Escalation

1.5The Service Provider agrees that if an agreed trigger event occurs (it being agreed that this shall include if: (i) there are repeated delivery or service failures; (ii) there is a major one off failure such as a failure to achieve Transition Milestones; (iii) and/or it fails to comply with its rectification obligations) then it will commit to executive escalation as follows:

1.1.1as a first level of executive escalation ("Executive Escalation (a)") the Service Provider has agreed that should Executive Escalation (a) be triggered then Service Provider's Representative (named in the Agreement as a member of the Key Personnel) shall relocate to the Customer's offices for four (4) full Business Days per week to lead the Service Provider's team and to explain progress; and the Service Provider's Chief Operations Officer or his or her nominee who shall be of at least equivalent standing/seniority shall telephone the Customer's Group COO once each week to report progress. Without prejudice to its other rights and remedies the Customer may in its sole and absolute discretion elect to waive or defer Executive Escalation (a); and

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1.1.2as a second level of executive escalation ("Executive Escalation (b)") the Service Provider has agreed that should Executive Escalation (a) not result in the successful resolution of the issue that gave rise to Executive Escalation (a) then the Service Provider's Chief Operations Officer or his or her nominee who shall be of at least equivalent standing/seniority (and not the person already identified as Executive Escalation (a)) shall relocate to the Customer's offices for three (3) full Business Days per week to lead the Service Provider's team and to explain and report progress. Without prejudice to its other rights and remedies the Customer may in its sole and absolute discretion elect to waive or defer Executive Escalation (b).

Operational Risk

1.6Without limitation to the Service Provider's obligations under clause 8.5:

1.1.1the Service Provider must notify the Customer promptly (and in any event within one (1)Business Day) when the Service Provider becomes aware of the potential for a material deficiency in the provision of the Services or this Agreement including in relation to conformity to the Service Levels and compliance with Relevant Law, and including any agreed trigger event as described in clause 8.5 (any such material deficiency being an "Operational Risk");

1.1.2the Customer will inform the Service Provider promptly when the Customer becomes aware of an Operational Risk in the provision of the Services or this Agreement;

1.1.3the Service Provider will register and maintain a risk register of all Operational Risks raised by either the Service Provider or the Customer; and

1.1.4within five (5) Business Days of an Operational Risk being raised by a Party the Service Provider will confirm in writing (including by email) that the Operational Risk has been registered on the risk register and provide, for agreement with the Customer, a mitigation plan to mitigate the Operational Risk. The Parties shall then work together in good faith to discuss and agree the mitigations to be put in place and the Service Provider shall report on its completion of the agreed mitigation actions regularly and at least weekly until they are completed.

9.CHANGE CONTROL

1.1No variation of this Agreement shall be effective unless made in writing, signed by or on behalf of the Parties and expressed to be such a variation. Pursuant to clause 3.5, the Parties agree that either the UK Customer or Aspen Insurance Holdings Limited may bind all of the UK Customer, US Customer and the Bermuda Customer with respect to agreeing such variations.

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1.2Day-to-day operational changes to the Services shall be effected in accordance with the process set out in paragraph 1.3 of Schedule 13 (Contract Change Control Procedure), which shall be incorporated into the Procedures Manual. Such changes shall not result in any alteration to the Charges.

1.3Additions of New Services, major alterations to the Services or other variations to this Agreement shall be effected through Schedule 13 (Contract Change Control Procedure).

Part CPERFORMANCE AND QUALITY

10.HOLDBACK, SERVICE LEVELS AND LIQUIDATED DAMAGES

1.1If the Service Provider fails to achieve a Key Milestone for any reason other than a Force Majeure Event or a failure by the Customer to meet a Customer Dependency, without prejudice to its other rights and remedies, the Customer may claim the Liquidated Damages associated with that Key Milestone (if any), in which case:

1.1.1the Liquidated Damages amount shall be deducted from the next invoice or paid to the Customer if there are no further invoices due to be rendered under the Agreement within thirty (30) days from the date of the invoice issued by the Customer; and

1.1.2the Parties agree that the Liquidated Damages are a genuine pre-estimate of some of the loss the Customer is likely to suffer as a result of the Service Provider's failure to achieve a Milestone.

1.2The Service Provider agrees that ten per cent (10%) of any payments made during or at the completion of Transition shall be held back (the "Holdback") pending final completion of all Transition activities and cut over to the provision of Services by the Service Provider in accordance with the agreed Service Levels.

1.3The Service Provider acknowledges that any failure to provide a Service to a Performance Standard may have a material adverse impact on the business and operations of the Customer and that, accordingly, it shall

1.1.1at all times achieve or exceed the Performance Standards in respect of the Services; and

1.1.2shall perform the Services with at least at the same level of performance (including in respect of accuracy, quality, timeliness, responsiveness and efficiency) as was provided by or for the Customer prior to the Restatement Date (unless expressly agreed to the contrary in the Agreement) or, if higher, in accordance with Good Industry Practice.

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1.4Each Party acknowledges and agrees that any Service Credits that may become payable are an adjustment to the Charges and that the payment and receipt of Service Credits and/or Liquidated Damages is without prejudice to any other right or remedy available to the Customer as a result of the Service Provider's failure to meet the relevant Service Levels or achieve the relevant Milestone (as applicable).

1.5In addition to Service Levels, the Service Provider shall measure other key indicators of performance of the Services (including by carrying out a customer satisfaction survey) and shall provide such measurements to the Customer in order for the Customer to fully understand the levels of performance of the Service being provided by the Service Provider.

1.6At the Customer's election, Service Levels may be added, deleted or revised due to change in the Customer's business requirements once suitable agreement on the impact of such changes on the Service and the Service Credits has been reached.

11.SERVICE IMPROVEMENT AND ADVANCES IN TECHNOLOGY

1.1The Service Provider shall keep the Systems, methodologies and processes used by the Service Provider in performing the Services current and the Customer shall receive the benefits of upgrades in the same through increases in efficiency and productivity.

1.2The Service Provider shall cause the delivery of the Services, as approved by the Customer, to evolve and be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with advances in the methods of delivering services, where such advances are at the time pertinent and in general use. Accordingly, the Service Provider shall proactively seek out new technologies by surveying the market and the technology landscape more generally to identify advances or changes in technology that are appropriate and beneficial to the Customer.

12.TRANSFORMATION OPPORTUNITIES AND REFERENCE

1.1In addition to the baseline improvements in service quality and reduction in charges and costs agreed as of the Restatement Date and to be delivered as part of Committed Transformation of the agreed Services, the Service Provider shall actively seek out costs reduction opportunities throughout the Term through Transformation and, subject to the Customer's approval, shall implement the same in order to pass on the benefit of costs savings to the Customer.

1.2If the Service Provider identifies technology or processes that change the manner in which the Services are supplied including where such changes could result in cost reductions to the Service Provider, the Service Provider shall notify the Customer. The Parties shall discuss the proposed changes and the Service Provider shall provide the Customer with suggestions and a plan for implementing the changes and any cost benefits. If the Customer

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wishes to implement the changes then such changes and the impact on Charges shall be agreed pursuant to Change Control.

1.3In accordance with Schedule 8 (Transition and Transformation) the Service Provider shall submit to the Customer a draft Transformation Plan for the Customer's review and approval and shall revise the Transformation Plan as requested or approved by the Customer. The Transformation Plan shall be additional to the improvements and transformational activities to be carried out during Transition or agreed to be carried out in any event as at the Restatement Date.

1.4Each Transformation Plan after the first shall review and assess the immediately preceding Transformation Plan.

1.5The Transformation Plan shall include suggestions and plans, including cost benefits, for improving productivity beyond the Service Levels and/or reducing the Charges. Upon approval by the Customer, any such suggestions may be incorporated into this Agreement pursuant to the process set out in Schedule 8 (Transition and Transformation).

Part DOPERATION OF THE SERVICES

13.ASSETS

Equipment

1.1In the event the Customer deems it necessary to require the Service Provider to use equipment owned or operated by the Customer ("Customer Equipment"), the Service Provider shall be responsible for transfer of the Customer Equipment to the Service Provider's Service Locations and the Parties will agree via the Contract Change Control Procedure, the costs, maintenance and warranty obligations applicable to any such Customer Equipment to be so managed. Any such requirement would represent an exception requiring formal sign-off by the Customer.

1.2The Customer makes no warranties with regard to the Customer Equipment (if any).

1.3The Service Provider shall be fully responsible for monitoring the operation of and maintenance of the Customer Equipment (if any) and shall promptly notify the Customer of any issues with the same that may impact the provision of the Services or achievement of the Service Levels.

1.4The Service Provider may, where directed to do so by the Customer, acquire future equipment ("Future Equipment"), including modifications, upgrades, enhancements, additions and replacements of the Customer Equipment, as necessary or appropriate to provide the Services. Such Future Equipment shall be acquired in the name of the Customer and title shall vest in the Customer at the Customer's cost. The Parties shall agree such matters pursuant to the Contract Change Control Procedure and may agree that

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purchases can be in the name of the Service Provider subject always to arrangements being made to transfer title to the Customer in the event of termination or exit.

1.5The Customer shall have the right to approve any Software or Service Provider Tools used by the Service Provider in relation to the Services and installed on Customer Systems prior to the Service Provider's use of the same in order to provide the Services, which approval shall not be unreasonably withheld or delayed. The Service Provider shall, at its own expense, be responsible for:

1.1.1installing, operating and maintaining the Service Provider Software and Service Provider Tools; and

1.1.2managing, modifying and using any other software, systems or materials (including the Customer Software, Customer Systems and Customer Materials) required to provide the Services.

Risk of Loss

1.6Each Party shall be responsible for risk of loss of, and damage to, Equipment, Software or other Material in its possession or under its control, provided that Service Provider will notify the Customer prior to installing any single piece of Equipment worth more than fifty thousand GB Pounds (£50,000) at a Customer Location.

1.7The Service Provider shall be responsible for the risk of loss of, and damage to, any property, Systems or Material used by it to provide the Services, except to the extent that any loss of, or damage to, any such property, Systems or Materials is caused by an intentional wrongful act or omission of the Customer or Customer Personnel.

14.CO-OPERATION AND THIRD PARTY CONTRACTS

1.1The Service Provider acknowledges that it will be delivering the Services to the Customer in a multi-vendor environment. Accordingly, the Service Provider shall co-operate in good faith with the Customer, to the extent relevant to obtain the benefit of the Services, and with the Customer's other suppliers to facilitate the integrated and efficient carrying out of the Customer's operations and the provision of the Services. Such co-operation shall include providing advice, assistance, data and information as reasonably required by the Customer and (subject to reasonable confidentiality provisions being in place) its suppliers.

1.2Where applicable to its service model, the Service Provider will agree to specific operation level agreements with those Third Party Service Providers of the Customer identified by the Parties from time to time and, without prejudice to the generality of clause 14.1, the Service Provider shall comply with such co-operation obligations.

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1.3During Transition, the Parties will identify any third party contracts under which a Third Party Service Provider furnishes or provides services to the Customer that are associated with the Services and which are required to be maintained in the name of the Customer (or its Affiliates) and managed by the Service Provider ("Managed Agreements").

1.4Without prejudice to the generality of its obligations under clauses 14.1 and 14.2, the Service Provider agrees that in relation to any such Managed Agreements, it will monitor the performance of each applicable Third Party Service Provider and take steps to address with each Third Party Service Provider any issues arising with its performance and shall promptly escalate any concerns it may have with respect to such performance to the Customer.

1.5The Service Provider shall ensure that reasonable knowledge transfer takes place between it and the applicable Third Party Service Providers including in relation to:

1.1.1difficulties and issues such Third Party Service Providers may encounter in delivering their services in the context of the Service Provider's provision of the Services;

1.1.2information regarding the operating environment, system constraints and other operating parameters applicable to the provision of the Services by the Service Provider as a supplier with reasonable technical skills and expertise would find reasonably necessary in order to perform its work; and

1.1.3such information as is necessary to assist each such Third Party Service Provider to ensure that the results of its services have the ability to interoperate with the Services.

1.6The Parties acknowledge that from time to time the Service Provider may need to appoint third parties as its sub-contractors in order to enable it to perform aspects of the Services. The Service Provider agrees that the Customer shall have the right to nominate certain Third Party Service Providers to be its sub-contractors in relation to such Services and that it shall then enter into direct contracts with such Third Party Service Providers who shall thereafter be treated as sub-contractors of the Service Provider for the purposes of clause 17.

15.PERSONNEL

Staff Transfer

1.1The Parties shall comply with the terms of Schedule 17 (Staff Transfer).

General

1.2The personnel assigned to the Customer account by the Service Provider (or its sub- contractors) will be and remain employees of the Service Provider (or

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such sub-contractors) ("Service Provider Personnel") and the Service Provider (or such sub-contractors) shall be liable for all taxes, national insurance and other costs, compensation and benefits of such personnel, including salary, health, accident and workers' compensation benefits, pensions and contributions that an employer is required to pay with respect to the employment of employees related to the Service Provider Personnel ("Employment Costs").

1.3If the actions or inactions of Service Provider Personnel creates:

1.1.1additional work in connection with the performance of the Services by the Service Provider that would have otherwise been unnecessary in the absence of such action or inaction; or

1.1.2additional work for the Customer to enable it to obtain the full benefit of the Services,

the Service Provider shall perform all such additional work at no additional charge to the Customer.

1.4The Customer shall have the right to require the removal of any member of the Service Provider Personnel assigned to perform under this Agreement where such Service Provider Personnel's performance and competence, responsiveness, capabilities, cooperativeness, ability to work within the Customer's culture, or fitness for a particular task of any person assigned by the Service Provider to perform Services, is insufficient to perform the Services in a manner acceptable to the Customer. Without prejudice to the foregoing, the Service Provider shall furnish a qualified replacement as soon as reasonably practicable but in all cases, within ten (10) days of the removal.

Key Personnel

1.5The Customer shall have the right to designate certain employees of the Service Provider or its sub-contractors as key employees (the "Key Personnel"), provided that the Service Provider may reasonably refuse such designation. The Parties have agreed in Schedule 18 (Key Personnel) a maximum number of Key Personnel across each Service Tower during Transition and following the applicable Service Commencement Date (as the same have been re- confirmed as at the Restatement Date). The Key Personnel shall devote sufficient effort to perform their role in the delivery of the applicable Services. The Key Personnel will be listed in Schedule 18 (Key Personnel) to this Agreement.

1.6The Service Provider shall only remove or change the Key Personnel with the written consent of the Customer except where the removal or change results from resignation, death, disability, or termination of employment of the Key Personnel in question in which case the Service Provider must promptly notify the Customer of such removal and the proposed replacement.

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1.7The Service Provider may only assign or replace any Key Personnel with the Customer's prior written consent (which in the circumstances set out above shall be deemed to have been given) and only after the Service Provider has provided the Customer with the relevant curriculum vitae of the relevant Key Personnel and with a reasonable opportunity to interview such Key Personnel. At no additional cost to the Customer, the Service Provider will provide for an appropriate transition (including overlap) period for the new individual so that there is no disruption to the performance of the Service Provider's obligations or the Customer's receipt of the Services under this Agreement.

Non-Solicitation

1.8Save for any exceptions agreed in Schedule 17 (Staff Transfer), each Party agrees that during the term of this Agreement and for a period of one (1) year thereafter, it will not and will procure that its Affiliates will not directly or indirectly, either on its own account or in conjunction with or on behalf of any other person, hire, solicit or endeavour to entice away from the other Party any person who, during the term of this Agreement has been an officer, manager, employee, agent or consultant of the other Party. The Parties agree that to the extent required by Relevant Law, this restriction shall not apply to responses made to bona fide job advertisements.

16.SERVICE LOCATIONS

1.1When working at any Customer facilities, Service Provider Personnel shall comply with the requirements of Schedule 22 (Locations and Site Licence) and all applicable Standards and Policies, including the Customer's standard workplace security, administrative, safety and other policies and procedures applicable to the Customer's own employees or contractors ("Customer Location Policies") and the Customer IT and Security Policies as set out in Schedule 7 (Security – IT and Physical).

1.2The Customer shall notify the Service Provider of any subsequent modifications or amendments to the Customer Location Policies. Any such changes to the Customer Location Policies which impose materially increased obligations or costs on the Service Provider, shall be agreed through Change Control.

17.SUB-CONTRACTORS

1.1The Service Provider shall not delegate or subcontract any of its obligations under this Agreement without the prior written consent of the Customer and shall ensure that obligations akin to those set out in Schedule 17 (Staff Transfer), 5 (Sub-contractor List), 7 (Security - IT and Physical), and 21 (Data Processing and Transfer) are included in any key subcontracts.

1.2The Customer acknowledges and agrees that the consent required pursuant to clause 17.1 has been granted in respect of those Approved Sub-contractors identified in Schedule 5 (Sub- contractor List) and any sub-contractor it

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formally requires the Service Provider to use in connection with the provision of the Services pursuant to clause 14.6.

1.3The Customer may revoke its approval of a sub-contractor if it has good faith doubts about the sub-contractor's ability to perform the subcontracted Services.

1.4The Service Provider shall on request advise the Customer of the impact of any revocation action pursuant to clause 17.3 by the Customer including any impact on the timetable and the charges.

1.5If the Customer wishes to proceed with the revocation action pursuant to clause 17.3 then any changes shall be agreed through Change Control.

1.6The Parties agree that there will be no impact on the Charges if the Customer revokes its approval of a sub-contractor as a result of any fraud, fraudulent misrepresentation, Wilful Default or any other criminal act by a sub-contractor or its employees.

1.7If the Customer consents to the Service Provider's proposed use of a sub-contractor to perform the Services (or part thereof) the Service Provider shall remain fully responsible and liable for the acts and omissions of the sub-contractors to the same extent as if such acts and omissions were those of the Service Provider.

18.DATA AND SECURITY REQUIREMENTS

1.1The Service Provider shall comply with the current Standards and Policies relating to IT and security and the requirements of Schedule 7 (Security – IT and Physical) at no additional cost to the Customer. If the Standards and Policies change, the Service Provider will review such changes, and notify the Customer of any implications of such changes. Any such changes to this Agreement or the Services required as a direct result of the changes to the Standards and Policies and/or the requirements of Schedule 7 (Security – IT and Physical) will be agreed through Change Control save that the Charges shall only be increased where the changes materially increase obligations or costs on the Service Provider.

1.2The Service Provider shall provide ongoing training for all the Service Provider's Personnel employed or engaged in the provision of the Services in compliance with the Standards and Policies.

1.3Without limiting clause 18.1, the Service Provider shall comply and shall ensure that all sub- contractors comply with vetting procedures and policies in respect of all Service Provider Personnel that comply with Good Industry Practice.

1.4The Service Provider shall ensure that the principles and processes of ISO 27001 and ISO 9001 are reflected in its performance of the Services.

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1.5The Customer shall retain exclusive rights and ownership of all of Customer Data and the Customer Data shall not be:

1.1.1used by the Service Provider for any purpose other than as required under the Agreement in connection with providing the Services;

1.1.2disclosed, sold, assigned, leased or otherwise provided to third parties by the Service Provider; or

1.1.3commercially exploited or otherwise used by or on behalf of the Service Provider, its Affiliates, officers, directors, employees, or agents, other than in accordance with the Agreement.

1.6Upon request by the Customer and at its election and at no additional charge, the Service Provider shall promptly return to the Customer the Customer Data in the format and on the media as reasonably requested by the Customer, or erase or destroy Customer Data in the Service Provider's possession, power or control and, if requested by the Customer to do so, shall provide the Customer with confirmation in writing signed by a corporate officer of the Service Provider.

1.7The Service Provider shall protect the Customer's Data in its possession, power or control so as to not lose, damage, destroy, corrupt or enable unauthorised access or disclosure of the Customer Data.

1.8Pursuant to the requirements of Schedule 7 (Security – IT and Physical), the Service Provider shall establish and maintain all appropriate technical and organisational controls to safeguard against the destruction, loss, alteration and unauthorised access or disclosure of Customer Data that are no less rigorous than those operated by the Customer as of the relevant Service Commencement Date and that are no less rigorous than those maintained by the Service Provider for the Service Provider's own information of a similar nature or that otherwise comply with Good Industry Practice.

1.9Service Provider Personnel must not attempt to access, or allow access to, Customer Data to which they are not entitled or that is not required for the performance of the Services by Service Provider Personnel.

19.DISASTER RECOVERY

1.1Without prejudice to any Services relating to disaster recovery or business continuity the Parties may agree, the Service Provider shall manage and maintain internal disaster recovery and business continuity policies and procedures consistent with Good Industry Practice and the requirements of Schedule 16 (Business Continuity and DR Plan) throughout the Term at no additional cost (beyond that (if any) specified in Schedule 10 (Charging & Invoicing)) to the Customer.

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20.REGULATORY MATTERS AND AUDIT RIGHTS

General

1.1The Service Provider shall comply with all Relevant Law applicable to the provision of the Services and in performing its obligations under the Agreement, generally insofar as they relate to it as a provider of business process services or where the following sentence applies. Without prejudice to the generality of the foregoing, the Customer may notify the Service Provider of any Relevant Laws it specifically requires the Service Provider to comply with (which would include any requirements set out in the Standards and Policies to either comply with Relevant Laws referenced there or to ensure compliance with Relevant Law by following certain policies or procedures). For the avoidance of doubt, such notifications may relate to compliance with Relevant Law in any jurisdictions worldwide in which the Customer or its Affiliates operate or do business from time to time. The Service Provider shall make any modifications to the Services as reasonably necessary as a result of changes to Relevant Law at no extra cost to the Customer other than where the relevant modification is required to address a change in Relevant Law that is specific to the Customer in which event the effect on cost shall be assessed by the Contract Change Control Procedure.

1.2The Service Provider recognises that the Customer and its Affiliates are subject to regulation by (or has regulatory responsibilities in respect of) the regulatory authorities in the jurisdictions in which it operates and that, in particular the Customer has regulatory responsibilities in respect of:

1.1.1the UK's Financial Conduct Authority, the UK's Prudential Regulation Authority and the Bank of England;

1.1.2the Bermuda Monetary Authority;

1.1.3the North Dakota Department of Insurance and the Texas Department of Insurance;

1.1.4the Jersey Financial Services Commission;

1.1.5the Central Bank of Ireland;

1.1.6the successor organisations/regulators of each entity listed in clauses 20.2.1 to 20.2.5 from time to time; and

1.1.7various other relevant governmental agencies or bodies around the world.

1.3The Service Provider shall provide such cooperation with all applicable regulatory authorities as may reasonably be requested by the Customer or otherwise required by such authorities and in any event shall cooperate with both the Customer and any regulatory authorities in responding to any enquiries made by such authorities. Such cooperation shall be provided at the

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Customer's reasonable cost. The Service Provider's obligations under this clause 20.3 shall include:

1.1.1providing, on request, such assistance as the Customer may reasonably require to prove its compliance with its regulatory requirements in the context of the Services;

1.1.2providing to the Customer such information and/or documentation as a regulatory authority may request in its supervision of the performance of the Services and it consents to such information and documentation being passed on to the relevant regulatory authority; and

1.1.3in addition to the Customer's own audit rights hereunder, permitting a regulator to carry out audits of the Service Provider where such regulator requires the right to do so.

External Audits

1.4The Customer (or its nominee) shall be entitled to audit the Service Provider's conformance with its obligations under the Agreement (including to verify the Charges) and the relevant Service Provider's facilities in each case in respect of:

1.1.1each Service Tower; and

1.1.2the Services provided to each of the UK Customer, the US Customer and the Bermuda Customer,

once per year (at no charge) on reasonable written notice (which shall, other than in the case of an emergency or regulatory audit, be no less than ten (10) days), provided that the auditor is not a direct competitor of the Service Provider and subject to the auditor entering into a confidentiality agreement with the Customer on terms no less onerous than those set out in clause 26 (Confidential Information). For the avoidance of doubt, the "Big 4" accountancy firms are not direct competitors of the Service Provider.

1.5The Service Provider shall provide all reasonable co-operation with any audits conducted pursuant to clause 20.4 and the Customer shall use its reasonable endeavours to seek to:

1.1.1minimise any disruption to the Services; and

1.1.2consolidate such audits for each Service Tower and key Customer Location, where possible.

1.6Subject to the restrictions in clauses 20.4 and 20.5 (other than in relation to the frequency of audits), the Customer (or its nominee) shall be entitled to undertake no more than two further audits in that same year across the Agreement as a whole and/or in respect of each Service Tower, (with the Service Provider providing all reasonable co-operation) at its own cost, unless

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such audits reveal fraud, a breach of the Agreement (including all instances of over-charging), in which case the cost of the audit shall be borne by the Service Provider.

1.7If, as a result of an audit, it is determined that the Service Provider has overcharged the Customer, the Customer shall notify the Service Provider of the amount of such overcharge and the Service Provider shall promptly pay to the Customer the amount of the overcharge, plus interest at a rate of two per cent (2%) above the annual base rate of the Bank of England from time to time calculated from the date of receipt by the Service Provider of the overcharged amount until the date of payment to the Customer.

1.8In the event any such audit by the Customer or its agents reveals an overcharge to the Customer by the Service Provider of five per cent (5%) or more of a particular fee category, the Service Provider shall reimburse the Customer for the cost of such audit in addition to the repayment of the sum plus interest at the rate set out above.

1.9The Service Provider agrees that the restrictions on the Customer's right to conduct audits set out in clause 20.4 will not apply to audits required for legal or regulatory reasons.

1.10If any audit by an auditor designated by the Customer or a regulatory authority having jurisdiction over the Customer results in the Customer being notified that it is not in compliance with any generally accepted accounting principle or audit requirement relating to the Services, the Service Provider shall, at its own expense and within the period of time specified by such auditor or regulatory authority, bring the Services into compliance. If the Service Provider fails to bring the Services into compliance within a reasonable time the Customer shall be entitled to terminate this Agreement for on the grounds of the Service Provider's irremediable material breach of contract on the provision of written notice.

1.11The Service Provider shall maintain and retain in a manner that complies with Good Industry Practice accurate records (including complete financial records of its operations and activities) in relation to the provision of the Services for seven (7) years after the creation of such record (which would include any part of such seven (7) year period after the termination or expiry of the Agreement) and make the same available to the Customer and its auditors.

1.12The Service Provider shall provide all reasonable assistance and information in relation to the conduct of the audit at its own cost. For the avoidance of doubt such information shall not include the provision of any background cost or overhead information or any the Service Provider internal reports relating to the Services (although the Service Provider shall act reasonably in this regard).

Internal Audit

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1.13The Service Provider shall establish and maintain a system of internal audits to provide management with assurance that a quality assurance system is being utilised, is effective, meets customer and business needs and continues to improve ("Internal Audits").

1.14The Service Provider shall maintain internal controls lists in a manner consistent with Good Industry Practice and provide confirmation of the same at least once per year.

1.15The Service Provider shall also provide a copy (if any) of its own independent audit reports concerning International Standard on Assurance Engagements No. 3402 (ISAE 3402) Assurance Reports on Controls at a Service Organisation to the Customer within a reasonable time after such reports are completed.

1.16Should any Internal Audit identify an overcharge, the provisions of clauses 20.7 and 20.8 shall apply.

21.CUSTOMER DEPENDENCIES

1.1The Service Provider's sole and exclusive remedy for the Customer failing to meet any of its Customer Dependencies is set out in this clause 21 and the Service Provider shall not be entitled to sue the Customer for breach of contract or terminate the Agreement due to a failure of the Customer to meet the Customer Dependencies.

1.2The Service Provider shall be excused from failures to perform its obligations under this Agreement if the Customer delays or fails to provide the Customer Dependencies but only:

1.1.1to the extent that such failure directly causes Service Provider's failure to perform;

1.1.2provided that such acts or omissions are not undertaken by the Customer at the Service Provider's direction or with the Service Provider's written consent;

1.1.3provided that the Service Provider gives the Customer prompt written notice of the Customer's failure to perform the Customer Dependencies; and

1.1.4provided the Service Provider uses Commercially Reasonable Efforts to mitigate the adverse consequences of the Customer's failure and continues to provide the Services.

1.3Provided the Service Provider has complied with the obligations set out in clause 21.2 and has obtained the Customer's prior written approval, the Service Provider will be entitled to receive a reasonable adjustment in the timeframes set out in the Transition Plan or schedule to deliver and its

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reasonable, demonstrable, unavoidable costs incurred directly as a result of the Customer's failure to perform the relevant Customer Dependency.

1.4The Service Provider shall only be entitled to relief under this clause 21 from the date on which it notifies the Customer in accordance with clause 21.2.3.

Part EPAYMENT

22.CHARGES

1.1The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or the Restatement Date.

1.2In the event the Parties agree that a particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer.

1.3In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days from the date on which it receives a correctly rendered invoice.

1.4In the event of late payment the Service Provider reserves the right to charge interest on amounts overdue at a rate of two per cent (2%) above the annual base rate of the Bank of England from time to time.

1.5Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3 and 22.4 shall be applicable to the provision of the Services under this Agreement.

1.6The Service Provider shall only be entitled to invoice the Customer for its expenses if such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time.

1.7The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement.

1.8The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement.

1.9The Customer may withhold payment of particular Charges that the Customer reasonably and in good faith disputes on notice to the Service Provider.

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1.10If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Parties shall diligently pursue an expedited resolution of such dispute in accordance with the clause 49 (Dispute Resolution)

1.11The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Charging & Invoicing).

1.12The Service Provider shall issue a consolidated report on the last day of each month comprising details of the invoices for that month.

23.TAX

1.1All prices are exclusive of value added tax or any other locally applicable equivalent sales taxes ("VAT"), which is payable at the rate and as prescribed by law.

1.2Unless otherwise agreed between the Parties, the Service Provider will be responsible for all other taxes which are incurred as a result of this Agreement and the Services being provided.

1.3The Customer shall be entitled to deduct the sums required to pay any withholding taxes, demanded by any taxation authority, from payment to the Service Provider.

1.4If the Customer does deduct any amounts pursuant to clause 23.2, it shall pay such sums to the relevant taxation authority within the period for payment permitted by law, and furnish the Service Provider with evidence of payment of the relevant amount from the relevant tax authority.

1.5If VAT or other taxes are payable on damages payable or paid under this Agreement then the Party liable for payment of such damages must pay any such VAT or other taxes in addition to the relevant amount of damages upon production of a valid VAT or other appropriate tax invoice by the other Party.

24.VALUE FOR MONEY/BENCHMARKING

1.1The Service Provider agrees that:

1.1.1the Charges applicable to the Services it provides under this Agreement shall be competitive and offer value for money to the Customer; and

1.1.2the Performance Standards applicable to the Services shall accord with Good Industry Practice,

and, in order to demonstrate this to the Customer, the Service Provider agrees to comply with the terms of this clause 24 and Schedule 11 (Benchmarking Procedure)

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1.2It is agreed that, in accordance with the terms of Schedule 11 (Benchmarking Procedure) once at any time following the expiry of the period of twelve (12) months after the Restatement Date, the Customer may have the Professional Services Rate Card reflecting under TAB 8 Annexure 10 A Price Book under Schedule 10 (Charges and Invoicing) reviewed by a Benchmarker in order to evaluate the Service efficiency, effectiveness and productivity, and whether the Charges, costs and Performance Standards applicable to the Services are competitive in the market place. It is further agreed that Customer shall not benchmark the Services provided under the BPO FTE Rate Card reflecting under Schedule 10 (Charges and Invoicing) Annexure 10 A Price Book for the Initial Term i.e. till 31 March 2026.

Part FINTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION

25.INTELLECTUAL PROPERTY RIGHTS

General

1.1Each Party shall retain its rights in its own Pre-existing Intellectual Property Rights (IPR). Except as provided in this clause 25 (Intellectual Property Rights), neither Party shall gain by virtue of the Agreement any rights of ownership in any IPR owned by the other Party or any third party.

1.2The Service Provider shall procure that all Service Provider Personnel waive all moral rights in any item provided to, or used by, the Customer in connection with the Agreement, save that, for certain projects, prior to the agreement of the same, the Parties may agree to vary this clause.

1.3Developed IPR shall be solely owned by the Customer and shall vest in the Customer on creation.

1.4The Service Provider may use the Developed IPR solely to provide the Services to the Customer during the Term.

1.5To the extent that title and/or ownership rights may not automatically vest in the Customer as contemplated by clause 25.3, the Service Provider agrees to irrevocably assign, transfer and convey to the Customer all rights, title and ownership in the Developed IPR. The Service Provider shall and shall procure that Service Provider Personnel shall give the Customer or its designees, all reasonable assistance and execute all documents necessary to assist or enable the Customer to perfect, preserve, register or record its rights in the Developed IPR at the Customer's cost.

1.6The Service Provider shall ensure that where it develops new Software for the Customer, it shall deliver the same in Source Code and object code form, with appropriate Documentation and that both versions shall be able to be used by a reasonably skilled programmer familiar with the relevant software language.

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1.7The Service Provider shall ensure that at all times it keeps all Documentation related to any product (or a component thereof) up to date.

1.8Save to the extent clause 25.10 applies to any Materials provided by the Service Provider to the Customer hereunder, the Service Provider grants to the Customer and the Customer Group an irrevocable, royalty free, world-wide, non-exclusive, transferable licence (at no additional charge and including the right to sub-licence) to use, copy, modify, and prepare derivative works of:

1.1.1the Service Provider's Pre-existing IPR;

1.1.2the Service Provider Software; and

1.1.3the Service Provider Material (including any Service Provider processes),

in each case, in connection with the Customer's and the Customer Group's use and receipt of the Services or any Replacement Services provided in-house or by a Successor Service Provider, or any related services provided by a third party. To the extent such Materials are embedded within a Deliverable, then the licence grant shall be perpetual, but in all other cases the licence grant shall be for the duration of the Term and the Termination Assistance Period and shall expire three (3) months' following the completion of the Termination Assistance services.

1.9The Service Provider shall use Commercially Reasonable Efforts and at mutually agreed terms (but at no additional cost), to procure the grant to the Customer and the Customer Group and, to the extent necessary, its sub-contractors, agents and representatives of a world-wide, fully paid up, non-exclusive licence to use, modify, enhance and maintain Third Party Materials produced specifically to provide the Services to the Customer and that are licenced or otherwise supplied to the Service Provider in connection with the Services.

1.10The Parties acknowledge and agree that from time to time the Service Provider may propose the use of its own or third party proprietary products that are typically licenced on stand-alone terms (the "Digital Products") and that subject always to agreement between the Parties as to such terms, any such Digital Products shall be licenced on separate terms (and subject to escrow requirements, or not, in accordance with such separate terms) and the remainder of this clause 25 shall not apply to their use. The Service Provider undertakes to ensure that the impact of the use of Digital Products on the Customer's receipt of the Services and the wider terms of this Agreement is minimised. As at the Restatement Date the only Digital Product contemplated is the Service Provider's solution branded as 'Sequence' and that the terms applicable to the Customer Group's use of this Digital Product (but not any other or future Digital Products) are as set out in Schedule 14 (Sequence Licence). The Parties agree that during the Term of this Agreement and any

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Termination Assistance Period the licence to use the Digital Product shall be as set out in Schedule 14 (Sequence Licence) and that following the completion of the provision of Termination Assistance by the Service Provider they shall enter into a separate ongoing licence agreement on the terms set out in Schedule 14 (subject to the variations applicable following completion of Termination Assistance and in consideration of the costs identified in Schedule 14) at the Customer's sole and absolute discretion.

1.11The Customer grants to the Service Provider a non-exclusive, non-transferable, revocable licence (including the right to sub-licence, but only to sub-contractors approved by the Customer in accordance with this Agreement) to use, copy, modify, and prepare derivative works of Customer IPR for the sole purpose of providing the Services to the Customer for the Term (which includes any applicable Termination Assistance Period).

Escrow

1.12Save to the extent that clause 25.10 applies, the Service Provider shall ensure that the Source Code in the Service Provider Software together with any related Documentation, is deposited in escrow with Legal Escrow & Arbitration Services Limited pursuant to the terms of an Escrow Agreement which is substantially in the terms published by Legal Escrow & Arbitration Services Limited from time to time.

1.13The Service Provider and the Customer mutually undertake to sign the Escrow Agreement promptly following signature of this Agreement. The Service Provider additionally undertakes to procure that Legal Escrow & Arbitration Services Limited promptly signs the Escrow Agreement.

Residual Knowledge

1.14Nothing contained in the Agreement shall restrict either Party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of such Party's personnel relating to the Services which either Party, individually or jointly, develops or discloses under the Agreement provided that in doing so such Party does not:

1.1.1infringe the Intellectual Property Rights of the other Party or third parties who have licenced or provided materials to the other Party; or

1.1.2breach its confidentiality obligations under the Agreement or under agreements with third parties.

26.CONFIDENTIAL INFORMATION

1.1Subject to clause 26.2, each receiving Party will treat and keep all Confidential Information of the disclosing Party as secret and confidential and will not, without the disclosing Party's written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner)

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Confidential Information to any other person other than in accordance with the terms of this Agreement.

1.2Clause 26.1 shall not apply to the extent that:

1.1.1the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its Affiliates or sub-contractors in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party shall ensure that every person to whom disclosure is made pursuant to this clause 26.2.1 uses such Confidential Information solely for such purposes, and complies with this clause 26 to the same extent as if it were a Party to this Agreement;

1.1.2any Service Provider Confidential Information is embodied in or otherwise incorporated into any item provided as part of the Services;

1.1.3such Confidential Information is in the public domain at the Service Commencement Date or at a later date comes into the public domain, other than as a result of breach of this Agreement;

1.1.4the Receiving Party obtains or has available such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;

1.1.5subject to clause 26.3, such Confidential Information is required to be disclosed pursuant to any Relevant Law or the rules of any Regulator or stock exchange; or

1.1.6the Receiving Party can show such Confidential Information was independently developed by it otherwise than in connection with this Agreement.

1.3Notwithstanding clause 26.1, the Customer may disclose Confidential Information to its solicitors, auditors, insurers, accountants or other operational or service-related advisers for the purposes of reporting to or seeking advice from the relevant party. In such circumstances the Customer shall ensure that every person to whom disclosure is made pursuant to this clause 26.3 uses such Confidential Information solely for such purposes and complies with this clause 26 to the same extent as if it were a Party to this Agreement.

27.DATA PROTECTION

1.1The categories of personal data to be processed by the Service Provider, categories of data subjects whose personal data will be processed, and the nature and purpose of processing activities to be performed under this agreement is set out in Schedule 21 (Data Processing and Transfer) of this Agreement.

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1.2Each Party shall comply with its respective obligations under applicable Data Protection Legislation and, without prejudice to the foregoing, the Service Provider shall not process Customer Personal Data in a manner that will or is likely to result in the Customer breaching its obligations under Data Protection Legislation.

1.3Upon termination or expiry of this agreement, the Service Provider shall, at the Customer's request, promptly delete or return all Customer Personal Data and delete the copies thereof (unless otherwise required by Data Protection Legislation or other Relevant Laws) in its possession and shall certify to the Customer that it has done so.

1.4The Parties acknowledge that, in respect of all Customer Personal Data processed by the Service Provider for the purpose of the provision of Services under this Agreement:

1.1.1the Customer alone shall determine the purposes for which and the manner in which such Customer Personal Data will be processed by the Service Provider;

1.1.2the Customer shall be the data controller; and

1.1.3the Service Provider shall be the data processor.

1.5Where in connection with this Agreement the Service Provider processes Customer Personal Data as the data processor of the Customer, the Service Provider shall:

1.1.1process Customer Personal Data only on behalf of the Customer, only for the purposes of performing this Agreement and only in accordance with instructions contained in this Agreement or as otherwise received from time to time; the Service Provider shall notify the Customer prior to taking any further action if it considers an instruction to be likely to result in processing that is in breach of Data Protection Legislation;

1.1.2not otherwise modify, amend, disclose or permit the disclosure of any of the Customer Personal Data to any third party (including a data subject) unless specifically authorised or directed to do so in writing by the Customer;

1.1.3implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, disclosure or theft. Upon the Customer's request, the Service Provider shall provide the Customer with a written description of the technical and organisational measures implemented by itself and its sub-contractors as well as copies of all documentation relevant to such compliance including, protocols, procedures, guidance, training and manuals;

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1.1.4ensure the reliability of any of the Service Provider's Personnel with access to Customer Personal Data, that such access is granted on a 'need to know' basis, and that they are subject to binding obligations of confidentiality with respect to Customer Personal Data;

1.1.5comply with:

1.1.1.1all guidance and recommendations from the relevant supervisory authorities in countries where the Customer is established;

1.1.1.2clause 18.4; and

1.1.1.3the Customer's Standards and Policies;

1.1.6at no additional cost, provide full cooperation and assistance to the Customer as the Customer may require to allow the Customer to comply with its obligations as a data controller, including in relation to data security, data breach notification, data protection impact assessment, prior consultation with data protection authorities, any enquiry, notice or investigation received from a data protection authority, and the fulfilment of data subject's rights;

1.1.7promptly and without delay (but in any event within twenty-four (24) hours of becoming aware of it), notify the Customer in writing of any actual, alleged, or potential unauthorised disclosure, loss, destruction, compromise, damage, alteration, or theft of Customer Personal Data (including unauthorised access to or use of the Customer Systems or data, improper handling or disposal of data, theft of information or technology assets, and/or the inadvertent or intentional disclosure of Customer Personal Data) or any incident which may give rise to a personal data breach (as such term is defined under the GDPR); and

1.1.8permit physical inspections in accordance with clause 20 of the areas of the Service Provider's relevant premises from where Services are provided, by the Customer or its representatives to ensure compliance with this clause 27.

1.6The Service Provider shall nominate a representative within its organisation who shall have responsibility to respond to Customer queries regarding the processing of Customer Personal Data and the Service Provider shall ensure that it responds to such queries promptly.

1.7The Service Provider shall not authorise any third party or sub-contractor to process Customer Personal Data other than with the prior written consent of the Customer (for the avoidance of doubt, written consent shall be deemed given for Approved Sub-Contractors listed in this Agreement).

1.8Where the Service Provider is a processor with respect to the Customer Personal Data, it shall impose obligations on its sub-contractors that are the

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same as or equivalent to those set out in this clause 27 by way of written agreement, and shall remain fully liable to the Customer for any failure by a sub-contractor to fulfil its obligations in relation to the Customer Personal Data.

1.9Where the Service Provider is subject to an obligation in relation to Customer Personal Data or the Customer is granted a right in respect of the Service Provider, the Service Provider should procure that its sub-contractors are subject to equivalent obligations and that the Customer is granted the same right against the sub-contractors.

1.10The Service Provider shall not process and/or transfer any Customer Personal Data in or to any country outside the European Economic Area without the prior written consent of the Customer.

1.11If, for the purposes of the performance of this agreement, the Service Provider or any of its sub- contractors wishes to process and/or transfer any Customer Personal Data in or to a country outside the European Economic Area without prejudice to clause 27.10, the Service Provider shall comply with such other instructions and shall carry out such other actions as the Customer may notify in writing, including:

1.1.1providing details of how the Service Provider will ensure an adequate level of protection for any such Customer Personal Data so as to ensure the Customer's compliance with Data Protection Legislation; and

1.1.2implementing any data transfer mechanism provided by the applicable Data Protection Legislation, such as the appropriate model contractual clauses approved by the European Commission as set out in Schedule 21 (Data Processing and Transfer), to allow for the lawful processing of Personal Data in a country outside the European Economic Area pursuant to the applicable Data Protection Legislation.

1.12In the event that any act or omission of the Service Provider or any Service Provider group company in connection with this Agreement results in any losses being suffered by any Customer Group company, such losses will be treated as if they had been suffered by Customer and the Customer will be able to recover any such losses from the Service Provider in accordance with clause 34.4. For this purpose, any losses suffered by any Customer Group company will not be treated as being indirect or consequential in terms of clause 34.2 simply because it has been suffered by a Customer Group company and not by the Customer directly.

1.13The Service Provider acknowledges that its obligations with respect to Customer Personal Data set out in this clause 27 shall also apply to the same extent to any of the Customer's Confidential Information that is received by the Service Provider.

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28.PUBLICITY

1.1The Service Provider shall not make any public announcement (whether written or oral) about the existence of the Agreement or that it is providing Services to the Customer without the Customer's prior written consent (which may be withheld in its complete discretion).

1.2In no circumstance shall either Party be authorised to use any of the other Party's logos, trademarks or any other representations related to the other Party's brand (including noting the other Party or its personnel as a referee) without the other Party's prior written consent (which may be withheld in its complete discretion).

Part GREPRESENTATIONS, WARRANTIES AND INDEMNITIES

29.REPRESENTATIONS AND WARRANTIES

1.1Each Party represents, warrants and undertakes to the other, as at the date of this Agreement:

1.1.1that it has the power and authority to enter into and perform its obligations under this Agreement;

1.1.2that it has all necessary rights, licences, permissions and consents to provide or receive the Services; and

1.1.3that the execution of this Agreement does not violate any law or constitute a default under any other agreement.

1.2The Service Provider represents, warrants and undertakes to the Customer on a continuing basis throughout the term that:

1.1.1it shall not conduct itself in a way so as to adversely affect the Customer's public image;

1.1.2it is not insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it;

1.1.3it shall allocate sufficient resources to provide the Services in accordance with the contractual requirements and use Commercially Reasonable Efforts to use the resources efficiently and services necessary to provide the Services;

1.1.4it shall not knowingly and/or negligently insert or include, or permit or cause any Service Provider personnel to insert or include, any known Virus into any items provided to the Customer or the Customer Systems;

1.1.5it shall use the latest available versions of anti-virus software available from an industry accepted anti-virus software vendor to check for and

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delete malicious software and Viruses from the Service Provider's IT systems;

1.1.6it shall co-operate with the Customer to reduce the effect of any Virus found and assist the Customer to mitigate any losses (including without limitation, loss of operational efficiency and loss or corruption of the Customer's Data) and to restore the system, products, Deliverables and Services to their desired operating efficiency;

1.1.7it has undertaken all diligence it requires (including in relation to the Customer's existing services) in order to plan and perform the Services and that accordingly its prices and estimates are robust and may be relied upon by the Customer;

1.1.8it is skilled and experienced in the provision of services akin to the Services and in using the tools, methodologies and procedures it is proposed that it will use in the delivery of Services hereunder;

1.1.9all information it provides to the Customer during the Term shall, at the time it is supplied, be true and accurate in all material respects;

1.1.10that the Services will be performed in accordance with all Relevant Law;

1.1.11it shall at all times conduct the performance of the Services in such a manner that shall ensure that the Customer does not fail to comply with the Customer regulatory requirements that have been notified to the Service Provider in writing (if any) as a result of or in connection with its receipt of the Services; and

1.1.12it shall comply with any Customer request or instruction that enables the Customer to comply with its regulatory requirements (if any) in respect of the Services at mutually agreed terms.

1.3The Customer warrants that, to the extent that Customer Personal Data is provided to the Service Provider for processing (as that term is defined in the Data Protection Legislation), the Customer Affiliate providing such Customer Personal Data shall have a legal basis on which to do so.

30.INDEMNITIES

1.1The Customer will indemnify, defend and hold harmless the Service Provider against any claims, losses, damages, costs (including reasonable legal fees), expenses and liabilities incurred or suffered by the Service Provider in connection with any infringement (or claim of infringement) of any Third Party IPR, based upon the Service Provider's use of Customer IPR provided to the Service Provider under this Agreement.

1.2The Service Provider will indemnify, defend and hold harmless the Customer and its Affiliates and their respective officials, employees, agents and assigns

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("Customer Indemnities") against any claims, losses, damages, costs (including reasonable legal fees), expenses and liabilities incurred or suffered by the Customer and/or the Customer Personnel in connection with any of the following:

1.1.1breach by the Service Provider or any of its Affiliates or the Service Provider Personnel of any of the Service Provider's confidentiality obligations under this Agreement;

1.1.2breach by the Service Provider of any of the representations and warranties set out in clause 29.1;

1.1.3employment costs, any claim for indemnification for Employment Liabilities made pursuant to Schedule 17 (Staff Transfer) and/or any employment claims of Service Provider Personnel;

1.1.4breach by the Service Provider of clause 27 (Data Protection); and

1.1.5any infringement (or claim of infringement) of any Third Party IPR or other proprietary rights, alleged to have occurred because of Deliverables provided by the Service Provider to the Customer, or based upon the Service Provider's performance or the Customer's receipt or use of such Deliverables, products or Services.

1.3Without prejudice to its obligations pursuant to clause 30.2.5, if any Deliverable or Service, other item or Material provided by the Service Provider or the provision of the Services by the Service Provider is, or in the Service Provider's reasonable judgement is likely to become, the subject of a claim (an "Infringing Item"), the Service Provider, at its expense and in addition to the indemnity and defending the claim, will procure for the Customer the right to use and continue using the Infringing Item or replace it with a non-infringing equivalent or modify it to make its use non-infringing, provided that such replacement or modification does not result in a degradation of the performance or quality of the Infringing Item.

1.4The following procedures will apply with respect to indemnification for third-party claims arising in connection with the Agreement save that the indemnified party shall only give the indemnifying party the right to control third party litigation relating to a third party claim that is subject to indemnification by the where the claim relates to IPR:

1.1.1as soon as reasonably practicable after receipt by an indemnified party of written notice of the assertion or the commencement of any claim, demand, action, cause of action or other proceeding by a third party, whether by legal process or otherwise (a "Claim"), but no later than fourteen (14) days following receipt of written notice from the indemnified party relating to any Claim, the indemnifying party will notify the indemnified party in writing that it will assume control of the defence and settlement of such Claim (the "Notice");

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1.1.2if the indemnifying party delivers the Notice relating to any claim within the required notice period, the indemnifying party will be entitled to have sole control over the defence and settlement of such Claim;

1.1.3if the indemnifying party fails to assume the defence of any such Claim within the prescribed period of time, then the indemnified party may assume the defence of any such Claim at the cost and expense of the indemnifying party; and

1.1.4subject to the payment of its reasonable costs, the indemnified party shall provide reasonable assistance to the indemnifying party, including reasonable assistance to the indemnifying Party's employees, agents, independent contractors and Affiliates, as applicable. Notwithstanding any provision of this clause 30 to the contrary, the indemnifying party will not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the indemnified party without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

1.5The Service Provider shall procure that the Customer receives the full benefit and protection of any IPR indemnity that the Service Provider has in relation to IPR which is not owned by the Service Provider (whether third party IPR or otherwise) but is supplied to the Customer pursuant to the Agreement unless the Customer has previously agreed in writing to waive this requirement.

Part HIMPACT OF A FAILURE TO PERFORM

31.FORCE MAJEURE

1.1Neither Party shall be liable for default or delay in the performance of its obligations under the Agreement:

1.1.1if the default or delay is caused by a cause beyond the reasonable control of such Party (it being agreed that causes beyond the reasonable control of a Party shall not include strikes or lock outs of its own personnel); and

1.1.2provided the non-performing Party is without fault in causing the default or delay and the default or delay could not have been prevented by reasonable precautions (which for these purposes shall include complying with that Party's Disaster Recovery Plan and/or Business Continuity Plan or, if of a higher standard, disaster recovery plans consistent with Good Industry Practice) or circumvented by workarounds.

1.2The non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as:

1.1.1the circumstances prevail; and

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1.1.2the Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay.

1.3A Force Majeure Event shall not relieve the Service Provider of its obligations to supply the Services in conjunction with implementing its Disaster Recovery Plans or Business Continuity Plans, including requiring that essential personnel report to work during an emergency, and any or all personnel work at a contingency location.

1.4In the event that a Force Majeure Event interrupts the provision of Services for in excess of thirty (30) days the Customer may terminate the Agreement in whole or in part on the provision of written notice.

32.STEP IN

1.1If:

1.1.1any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days;

1.1.2the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Event; or

1.1.3a Regulator requires the Customer to do so,

then, without limiting any other rights it may have, the Customer may take control of the part of the Services affected by the Service Provider default or non-performance, or the Force Majeure Event and in the case of clause 32.1.3, the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, "Step In").

1.2In exercising its rights of Step In the Customer may perform any act that the Customer deems reasonably necessary in order to restore the Services (including by engaging a Third Party Service Provider) or may direct the Service Provider to procure those Services from a Third Party Service Provider.

1.3Unless Step In is instigated due to the events set out in clauses 32.1.2 and/or 32.1.3 (except in the event that the Regulator requires Step In due to the Service Provider's default), where a Third Party Service Provider is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the Third Party Service Provider for performing the same for as long as the failure to perform continues, and the Customer shall not be charged for Services that are not provided to the Customer as a result of a Force Majeure Event or the Service Provider's default or non-performance. The Service Provider shall either pay directly or reimburse the Customer for any such third party costs incurred on an indemnity basis. Such payments made by the

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Service Provider may be credited against the Charges or paid by way of cheque or direct debit to the Customer, at the Customer's option.

1.4In the event of the Customer exercising its right of Step-In, the Service Provider shall co-operate with the Customer (and its agents or representatives, including any applicable Third Party Service Provider) and provide reasonable assistance at no charge to the Customer to restore such Customer function or the Services or any part of them as soon as reasonably possible, including giving the Customer (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider's premises, Equipment, Material and Software, to the extent reasonably necessary for the purpose of restoring such Customer function or the Services or any part of them to the level required under this Agreement.

1.5As soon as reasonably practicable following the restoration of the affected the Customer function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to the Customer's reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services.

1.6Nothing in this clause 32 limits the Service Provider's liability to the Customer with respect to any default or non-performance by the Service Provider under this Agreement.

33.ENHANCED CO-OPERATION

1.1Where the Customer requires the right to do so in order to obtain an improved understanding of the Services or to assist the Service Provider to improve its performance (including in particular in the circumstances set out in clause below), the Parties agree that the Customer may nominate a certain number of its employees, agents or contractors (subject to clause 32.4), to be seconded to the Service Provider or any of its sub-contractors ("Consultants"). The number of Consultants shall be the minimum reasonably necessary (as determined by the Customer acting reasonably) for the limited purposes described in this clause 33.1 and the Customer agrees to appoint Consultants with a level of seniority appropriate to the tasks they shall be engaged in and to provide the Service Provider with at least five (5) Business Days' notice of its intention to exercise its rights under this clause 33.

1.2The circumstances that the Parties agree shall entitle the Customer to invoke its rights under clause 33.1 include where:

1.1.1the Customer is entitled, or has reasonable grounds for believing that it will be entitled, to terminate the Agreement in whole or in part for cause;

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1.1.2the Service Provider is not performing any of the services in accordance with the Minimum Service Levels (if any);

1.1.3the Service Provider is or the Customer has reasonable grounds for believing that the Service Provider is reasonably likely to be in material breach of its obligations under the Agreement;

1.1.4the Customer has reasonable grounds to suspect acts of fraud are being committed by the Service Provider, any sub-contractor or any Service Provider Personnel;

1.1.5the Service Provider causes the Customer to breach its legal or regulatory obligations; or

1.1.6the Service Provider fails to provide the Services in accordance with the Agreement (whether such failure amounts to a material breach of contract or not) and that failure causes, or is in the Customer's opinion likely to cause:

1.1.1.1delay in delivery of the Services that means that the Service Provider will not be able to meet any Key Milestone date;

1.1.1.2the degradation or unavailability of the Services which, in the Customer's opinion, is unlikely to be resolved within a reasonable period of time; or

1.1.1.3the Customer to incur a material loss, liability or cost whether direct or indirect or to suffer any adverse publicity.

1.3No Consultant shall become an employee of the Service Provider, or have a legal entitlement to any benefits conferred by the Service Provider on its employees, as a result of his or her secondment under this clause 33.

1.4A Consultant may not be an employee of any entity who competes with the Service Provider in the field of system integration services unless they are an employee of the Customer.

1.5The Consultants shall be given full access to all information (other than information related to the Charges) that is available to all relevant Service Provider Personnel and that is related to the performance of the Services that are relevant to the purposes described in clauses 33.1 and 33.2 and shall be able to make suggestions related to any element of the performance of the Services.

1.6Service Provider shall not be obliged to follow any suggestions given by the Consultants.

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1.7If the Service Provider does follow a suggestion of a Consultant, then the Service Provider shall be fully responsible for all consequences that flow from the suggestion as if it were the Service Provider's own suggestion.

1.8By exercising its right under this clause, the Customer shall not, and shall not be deemed to, assume any obligation to resolve any issue or problem with the Services or relieve the Service Provider of any obligation or liability in relation to that event. Without limiting the foregoing, nothing in this clause 33.8 shall be construed to limit the Service Provider's obligation to continue to perform the Services in accordance with all applicable Service Levels or Milestone Dates.

1.9A secondment under this clause may be terminated by the Customer at any time by giving written notice to the Service Provider, but shall in any event cease when the secondment has been effective for a continuous period of ninety (90) days (or such longer period as may be agreed between the Parties, such agreement may not be withheld by the Service Provider where clause 33.10 applies), when both of the following conditions are satisfied:

1.1.1the event giving rise to the appointment of the Consultants under this clause has ceased and/or has been resolved or remedied; and

1.1.2the Service Provider has demonstrated to the Customer's reasonable satisfaction that the Service Provider has taken all reasonable measures accepted to ensure that the event giving rise to the appointment of the Consultants shall not reoccur.

1.10Subject to clause 33.11, the Customer shall be responsible for paying the Consultants reasonable and demonstrable fees for the duration of the secondment, plus any reasonable, actual and demonstrable travel and subsistence costs incurred by the Consultants in relation to their secondment under this clause provided that the salaries of the Consultants are reasonable given their level of seniority and experience and Good Industry Practice ("Consultant Costs").

1.11Notwithstanding clause 33.10, the Parties agree that to the extent that the Customer exercises its rights due to an alleged Service Provider default and it transpires that the Service Provider was in default then the Service Provider shall be responsible for fifty per cent (50%) of the Consultant Costs.

1.12The exercise by the Customer of its rights in this clause 33 shall be without prejudice to any other rights or remedies of the Customer.

34.LIABILITY

1.1Nothing in this Agreement shall limit either Party's liability in respect of:

1.1.1death or personal injury caused by negligence;

1.1.2fraud or fraudulent misrepresentation;

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1.1.3any employment related indemnities provided by the Service Provider;

1.1.4the breach by the Service Provider or any of its sub-contractors or Service Provider Personnel of the duties of confidentiality contained in the Agreement;

1.1.5any claim made under the Intellectual Property Right infringement indemnities set out in clauses 30.1 (Customer IPR Indemnity) and 30.2.5 (Supplier IPR Indemnity);

1.1.6Wilful Default by the Service Provider; and

1.1.7any liability that cannot be excluded pursuant to applicable law.

1.2Subject to clause 34.1, the maximum aggregate liability of the Service Provider:

1.1.1under the indemnity set out in clause 30.2.4 (Data Protection Indemnity) shall be limited to the greater of fifteen million US dollars (USD 15,000,000) or three hundred per cent (300%) of the of the total Charges paid or payable under the Agreement in the twelve (12) months immediately prior to the act or omission giving rise to such liability;

1.1.2for damage to tangible property caused by the Service Provider's or its sub-contractors negligence or Wilful Default shall be limited to the greater of fifteen million US dollars (USD 15,000,000) or three hundred per cent (300%) of the total Charges paid or payable under the Agreement in the twelve (12) months immediately prior to the act or omission giving rise to such liability; and

1.1.3in respect of the indemnity in clause 30.2.2 (Warranty Breach Indemnity) shall be subject to the cap set out in clause 34.5.

1.3Subject to clause 34.1, neither Party shall have any liability for any indirect or consequential losses suffered by the other Party or for any special or incidental damages, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings or loss of data (other than as detailed in clause 34.4).

1.4The exclusions above shall not exclude liability for the following heads of losses which the Service Provider will accept to be deemed direct losses or damages suffered by the Customer:

1.1.1subject always to the Customer's duty to mitigate, the costs of procuring and implementing an alternative to the Services provided (or not provided) by the Service Provider;

1.1.2the cost of restoring lost or damaged data caused or contributed to by the Service Provider;

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1.1.3the cost of restoring damage to physical property caused or contributed to by the Service Provider;

1.1.4additional wages, overtime and expenses incurred by the Customer or its sub- contractors or agents in performing or rectifying defective services and/or managing a third party's performance of the same;

1.1.5the public relations costs of repairing any brand or reputational damage caused by a default (whether by act, omission or otherwise) of the Service Provider;

1.1.6subject always to the Customer's duty to mitigate, cost savings that are agreed by the Parties in this Agreement; and

1.1.7in the event that a default (whether by act, omission or otherwise) of the Service Provider prevents the Customer from running its business in the normal way, the costs of the remedial action necessary so as to re-enable such normal running together with the costs of implementing any temporary work-around.

1.5Other than those losses which are unlimited as set out in clause 34.1, the Service Provider's total aggregate annual liability under or in connection with the Agreement shall not exceed the greater of:

1.1.1seven and a half million US dollars (USD 7,500,000 ); and

1.1.2one hundred and fifty percent (150%) of the total charges paid or payable under the Agreement in the twelve (12) months immediately prior to the act or omission giving rise to such liability.

1.6Other than those losses which are unlimited as set out in clause 34.1, the Customer's total aggregate liability under or in connection with this Agreement shall not exceed the total amounts paid or payable under the Agreement in the twelve (12) months immediately prior to the act or omission giving rise to such liability.

1.7Any Service Credits or Liquidated Damages payable by the Service Provider to the Customer under the Agreement shall not count towards the limitations of liability. For the avoidance of doubt, the Parties acknowledge that in accordance with Relevant Law, any claim for damages shall be reduced by the amount of Service Credits or Liquidated Damages already paid by the Service Provider to the Customer in respect of the relevant liability so as to avoid double recovery by the Customer.

1.8The phrase "paid or payable" will mean the aggregate of:

1.1.1all relevant amounts already paid by the Customer to the Service Provider;

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1.1.2all relevant amounts invoiced but not yet paid by the Customer to the Service Provider; and

1.1.3all relevant amounts not yet invoiced for any products, deliverables and/or services not yet performed (but would be as if the Agreement continued until the end of the term).

35.INSURANCE

1.1The Service Provider shall maintain at its own cost (and on request provide evidence to the Customer in the form of a broker's letter) the following insurance policies with an insurer of good standing and having an A.M. best rating of at least A- for the term of this Agreement. Thereafter, the Service Provider shall manage its insurances in a prudent manner such that it has coverages no less than the limits specified below. Such policies and limits are as follows:

1.1.1professional liability insurance for a minimum amount of fifteen million US dollars (USD 15,000,000) per claim and in aggregate;

1.1.2public liability insurance including product liability insurance for a minimum amount of fifteen million US dollars (USD 15,000,000); per occurrence and in aggregate and these insurance limits may be achieved by a combination of primary and/or umbrella/excess liability policies;

1.1.3employer's liability insurance for a minimum amount of ten million GB Pounds (£10,000,000) for the UK; and

1.1.4such other insurances as mandated by law in jurisdictions from where the Services are provided.

1.2The Service Provider shall not take out or hold any of the insurance coverage described in clause 35.1 with the Customer or any member of the Customer Group as a primary insurer (i.e. responsible for the first twenty five million US dollars (USD 25,000,000) of coverage) without the Customer's prior written consent and will use reasonable endeavours to notify the Customer of any current or future insurance policy for which the Customer or any member of the Customer Group is party to for insurances beyond this level.

1.3The Service Provider shall not during the term of this Agreement and for a period of six (6) years thereafter act or refrain from acting in such a way as would entitle the underwriter(s) of the policies required by clause 35.1 above to avoid or negate their liability to deal with any claim(s) which would otherwise be covered.

1.4The Service Provider shall, whenever reasonably requested by the Customer, provide evidence of such insurance and of its currency.

Part ITERMINATION

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36.TERMINATION

Customer Termination Rights

1.1The Customer may terminate for convenience this Agreement (in whole or in part) on ninety (90) days' notice.

1.2If the Customer terminates this Agreement pursuant to clause 36.1, it shall pay the Service Provider any applicable Liquidated Damages for early termination as are then applicable and agreed in the Price Book (if any) as set out in Appendix 10-E of Schedule 10 (Charging & Invoicing), and such payment shall be the Service Provider's sole and exclusive remedy in connection with the early termination.

1.3The Customer may terminate the Agreement for material breach by the Service Provider, immediately if it is not capable of remedy, or after thirty (30) days from the Customer providing the Service Provider with written notice of the material breach if it is capable of remedy but remains unremedied.

1.4The Customer may also terminate this Agreement, in whole or in part:

1.1.1forthwith on the insolvency of the Service Provider;

1.1.2on thirty (30) days' notice in the event of persistent breaches of the Agreement;

1.1.3forthwith where a Key Milestone for Transition is missed by more than a period of time specified as such in the Transition Schedule;

1.1.4forthwith in the event of a Material Adverse Change occurs in relation to the Service Provider;

1.1.5forthwith in the event of a Change of Control of the Service Provider (other than an internal re-organisation within the Service Provider Group) which raises a legitimate concern for the Customer, provided that the Customer gives notice to terminate on this basis within ninety (90) days following the Customer becoming aware of the Change of Control, such notice to specify the date upon which termination shall become effective;

1.1.6forthwith in the event of any breach by the Service Provider which causes the Customer or any member of the Customer Group to be in breach of its obligations pursuant to Relevant Law;

1.1.7forthwith in the event of in the event of a Material Service Failure;

1.1.8in the event of repeated failure by the Service Provider to engage with the governance procedures set out in this Agreement, including but not limited to, Schedule 12 (Governance and Service Management) where, following formal notice from the Customer, the Service Provider either:

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1.1.1.1fails to address and propose a plan to solve the concerns identified by the Customer within thirty (30) days of a notice requiring it do so; or

1.1.1.2fails to then deliver on the plan proposed by it pursuant to this clause by the dates specified in the plan; or

1.1.9forthwith in the event of any breach by the Service Provider which has a material adverse impact on the Customer's reputation (or that of the Customer Group) or leads to material adverse publicity.

1.5If the Customer terminates this Agreement in whole or in part and the Customer has paid any Charges in advance for Services it has not yet received, an amount equal to such Charges shall be repayable, subject to a pro-rated reduction.

1.6If the Service Provider believes that any termination by the Customer constitutes a wrongful repudiation of the Agreement, then the Service Provider agrees that it will not affirm the Agreement and any wrongful repudiation shall, if proven, be deemed to be termination for convenience by the Customer.

Service Provider Termination Right

1.7The Service Provider may only terminate this Agreement on written notice to the Customer due to:

1.1.1the Customer's failure to pay undisputed Charges, for which properly submitted invoices have been delivered, by the due date for payment, provided that:

1.1.1.1the Customer fails to remedy the failure to pay within fifteen (15) days of its receipt of the Service Provider's written notice of the failure to pay; and

1.1.1.2the Service Provider provides the Customer a further notice of the failure to pay and the Customer fails to remedy the failure to pay within ninety (90) days of its receipt of such further notice;

1.1.2a material breach by the Customer of the licence conditions set out in clause 25.8; or

1.1.3its obligations under clause 26 (Confidential Information), provided the Customer fails to remedy the relevant breach (if capable of remedy) within sixty (60) days of its receipt of the Service Provider's written notice of the relevant breach.

1.8If the Service Provider terminates this Agreement pursuant to this clause 36.7 then, without prejudice to its other rights and remedies but provided always there is no double recovery of its losses, it shall be entitled to be paid the

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sums payable in the event of early termination as are then applicable and agreed in Appendix 10-E of Schedule 10 (Charging & Invoicing).

37.TERMINATION ASSISTANCE/EXIT

1.1Subject to clause 37.4, for up to twelve (12) months following the effective date of termination or expiration of the Agreement or following the date of any notice of termination, at the Customer's election and request the Service Provider shall provide Termination Assistance to the Customer.

1.2Actions by the Service Provider under this clause 37 shall be subject to the provisions of the Agreement.

1.3Charges for Termination Assistance activities by the Service Provider shall be at the services rates, or other rates, as specified in Schedule 15 (Exit Plan and Service Transfer Arrangements) (which shall not be more than the rates in the 'Offshore Rate Card' and/or the 'New Services Rate Card' set out in the Price Book (Appendix 10-A) or at such lower rates as agreed by the Parties according to Schedule 10 (Charging & Invoicing)).

1.4The Service Provider represents and warrants that the Termination Assistance Services shall be provided to permit the Customer to readily continue the provision of the Services in-house or by a replacement service provider and eliminate or minimise any disruption or deterioration of the Service, including, but not limited to, the following:

1.1.1efficient and comprehensive transition;

1.1.2assistance in providing information required to prepare and execute any request for proposal process;

1.1.3knowledge transfer;

1.1.4enabling data migration; and

1.1.5executing any document required for assignment of rights.

1.5The Customer shall procure that any Successor Service Provider shall enter into a confidentiality agreement with the Customer on terms no less onerous than those set out in clause 26 (Confidential Information).

Part JMISCELLANEOUS PROVISIONS

38.COMPLIANCE WITH LAWS

Generally

1.1The Service Provider shall perform its obligations in a manner that complies with all Relevant Laws (which shall include all Laws affecting the Customer's business of which the Service Provider is aware or should, acting as a prudent supplier of services to businesses in the Customer's sectors and geographies,

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have been aware of). The Service Provider's obligations pursuant to this clause shall include identifying and procuring any required permits, certificates, approvals and inspections. If a charge of non-compliance with such Laws occurs, the Service Provider shall promptly notify the Customer in writing. Any actual failure to so comply shall give the Customer the right to terminate this Agreement for irremediable material breach pursuant to clause 36.3.

1.2The Customer shall notify the Service Provider of any material changes in any Relevant Laws affecting its business and of which it becomes aware in the ordinary course of its business (provided always that this shall not release the Service Provider from its own obligations to keep abreast of all Relevant Laws affecting its business and the ongoing provision of the Services).

1.3The Service Provider shall make any modifications to the Services as reasonably necessary as a result of such changes at no extra cost to the Customer other than where the relevant modification is required to address a change in legislation that is specific to the Customer in which event the effect on cost shall be assessed by the Contract Change Control Procedure.

1.4The Service Provider shall be responsible for any fines and penalties imposed on the Service Provider or the Customer arising from any non-compliance by the Service Provider, its personnel or agents with any Relevant Laws.

39.TRANSFER OF THIS AGREEMENT

1.1The Customer may assign the Agreement within the Customer Group, to any entity that acquires it or with the Service Provider's consent (not to be unreasonably withheld) to any third party.

1.2Apart from the specific rights to transfer, novate or assign specified in clause 39.1, neither Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, it is reasonable for the Customer to withhold its consent to any proposed assignment, novation or other transfer by the Service Provider to any person (the "Transferee"), if the Customer determines (in its sole and absolute discretion) that the Transferee is of lesser financial standing to the Service Provider or has a lesser standing or perceived ability to provide services of the quality required by this Agreement.

1.3The Service Provider shall use its reasonable endeavours to notify the Customer in advance of any Change of Control and in any event shall notify the Customer within ten (10) days of any Change of Control occurring.

40.NO PARTNERSHIP, AGENCY ETC

1.1Nothing in this Agreement is intended to create a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the

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name of or to create a liability for the other in any way or for any purpose, save as specified in Schedule 2 (Service Tower Specification).

41.NOTICES

1.1All formal notices and communications between the Parties and/or to any Affiliate made in the course of this Agreement are to be in writing and shall be deemed to have been received by the addressee at the times stated below, provided that the notice of communication is addressed to the recipient at the address specified below, is marked for the urgent notification of the specified point of contact as notified in writing to the other Party from time to time in accordance with this clause 41 and is properly franked or otherwise sent postage prepaid:

1.1.1by first class post, forty-eight (48) hours after dispatch;

1.1.2by email with return receipt acknowledgement, on the next Business Day after the day of dispatch;

1.1.3by hand delivery, immediately upon receipt by the recipient; or

1.1.4if sent by a reputable overnight express mail service with a reliable tracking system, twenty four (24) hours after dispatch.

This clause 41.1, however, shall not apply to the service of any proceedings or documents in any legal action.

1.2The addressees of the Parties for the purpose of this clause 41 and for the purpose of service of proceedings are set out below. Notices must be addressed to:

For the Customer – addressed to the UK Customer

For the attention of: The General Counsel

With a copy to the BPO Lead

At the address listed at the top of this Agreement.

For the Service Provider

For the attention of: The General Counsel

With a copy to the Service Provider Delivery Lead

At the address listed at the top of this Agreement with a copy emailed to legal.notices@genpact.com.

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42.THIRD PARTY RIGHTS

1.1Save for any exceptions specified in the Schedules relating to the rights of any Successor Service Provider or other specified third party, a person who is not a Party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, save that Affiliates of the Customer from time to time and Divested Affiliates as referred to below may enforce the benefits granted to them under this Agreement. For the avoidance of doubt however this Agreement may be amended or rescinded by agreement between the Parties (and the UK Customer acting on behalf of the US Customer and Bermuda Customer) without the consent of any third party.

1.2At the Customer's discretion and upon notice to the Service Provider of the divestment, any Divested Affiliate shall be entitled (at no additional charge to it or to the Customer) to continue to enjoy the benefit of the Services which it is receiving pursuant to this Agreement for a period of up to two (2) years from the date of completion of such divestment or the date of notice whichever is later, such period to co-terminate with the Term and provided that the overall liability of Service Provider under this Agreement to the Customer, the Divested Affiliate and any of the beneficiaries does not increase. The Customer shall be responsible for compliance by such Divested Affiliate to the relevant terms and conditions of this Agreement and any changes to the relevant Services resulting from this clause shall be agreed in accordance with the Contract Change Control Procedure.

43.SURVIVAL

1.1Those clauses that by their nature are intended to survive the termination or expiry of this Agreement, shall so survive.

44.SEVERABILITY

1.1If any provision of this Agreement or any part of any provision is determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision shall not to be affected. If any clause is rendered void or unenforceable, whether wholly or in part, the Service Provider and the Customer shall endeavour, without delay and in good faith discussions, to attain the economic and/or other intended result in another legally permissible manner.

45.ENTIRE AGREEMENT

1.1This Agreement constitutes the entire understanding between the Parties relating to the subject matter of this Agreement and, save as may be expressly referred to in this Agreement, supersedes all prior representations, writings, negotiations or understandings relating to the subject matter of this Agreement.

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1.2Notwithstanding clause 45.1, the Parties acknowledge and agree that the 2018 Agreement, together with all the amendments thereto and Statement of Work(s) under that agreement (except as specifically agreed to be migrated to this Agreement and listed in clause 45.3 below) are terminated as at 23:59 on 31 March 2023, without affecting the Parties' rights arising prior under the 2018 Agreement and that all the Service Provider's liabilities and any subsisting obligations under the 2018 Agreement are hereby assumed by the Service Provider under this Agreement. To that extent, this Agreement shall be deemed to be an amendment, restatement and extension of the 2018 Agreement.

1.3The Statements of Work that are migrated to this Amended and Restated Outsourcing Agreement and thus also deemed to not be terminated and instead to be amended and restated as at the Restatement Date and by the entry into this Agreement by the Parties are as specified in the table below. Should any other SOWs in force immediately prior to the Restatement Date be identified as SOWs that should have been in this list, then subject to either Party having a right to object and manage the process of restatement via the Change Control Procedure, any such missed SOWs shall be deemed to have continued in effect from the Restatement Date.

S. No	List of Active SOWs	Description
1.	SOW 32 Application support	Sequence License – run services
2.	SOW 43 Claims	Project based assignment to deploy 1 FTE for next 12 months starting Feb 22 to standardize & automate Claims reporting. Project was also open for any ramp-up or down with notice
3.	SOW 49 -Aug '22	Project based assignment starting Aug 22 to cover up US Outward Reinsurance BAU work (Original SOW # 0035 dt. Aug '21)
4.	SOW 50	Active (under execution with March '23 effective)
	SOW52Ceded Operations	Project based assignment starting Oct 22 to cover up US Outward Reinsurance BAU work (Original SOW # 0035 dt. Aug '21)
5.	SOW 56
6.	SOW 55	Resource Deployment Professional Services in CW
7.	SOW 57 Insurance UWS	Project based assignment starting Nov 22 to deploy 3 FTEs for 3 months to cover additional steps in DUA UWS activities.
8.	SOW 59 Insurance UWS	Project based assignment starting Feb 23 to deploy 5 FTEs for 2 months to work overtime/on weekends to cover backlog in UWS Property LOB.
9.	SOW 61	Procurement
10.	SOW62Statutory reporting	US Statutory work project extension from July '23 to Jan '24
11.	SOW 63	Process and Controls Documentation Project

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1.4Except in respect of any fraudulent misrepresentation made by a Party, the Parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied, (other than as set out in this Agreement) in entering into this Agreement.

46.WAIVER

1.1No delay, neglect, or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement shall be or shall be deemed to be a waiver or in any way prejudice any right of that Party under this Agreement. Any waiver by either Party of any of its rights under this Agreement must be in writing and only applies to the transaction or series of transactions expressly referred to in such waiver.

47.CORPORATE SOCIAL RESPONSIBILITY, COMPLIANCE WITH LAWS AND LLOYDS CENTRE OF EXCELLENCE

Anti-Bribery

1.1Each Party shall comply with all Relevant Laws relating to anti-bribery and anti-corruption including (but not limited to) the UK Bribery Act 2010 and all relevant US requirements.

Modern Slavery

1.2Without prejudice to any other provisions in this Agreement, the Service Provider shall, and shall procure that all persons who will or may be used in performing or to support the performance of this Agreement in any part of the world ("Supply Chain") shall, at all relevant times:

1.1.1comply with the provisions of the Modern Slavery Act 2015 and all Relevant Laws made under it or relating to it ("MSA"), and ensure that all relevant Service Provider Personnel have received appropriate training on the same;

1.1.2comply with any Customer policy relating to modern slavery and/or human trafficking as is notified to the Service Provider by the Customer from time to time; and

1.1.3immediately notify the Customer's BPO Lead in writing if it has reason to believe that it or any member of its Supply Chain is in breach or is likely to breach any of the MSA or any provisions of these clauses 47.2 to 47.4 (or would do so if it were a party to this Agreement), or if it receives a communication from any person alleging breach of any of the MSA.

1.3The Service Provider shall maintain detailed, accurate and up-to-date records setting out:

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1.1.1its staff hiring procedures;

1.1.2its supplier selection processes; and

1.1.3the steps it takes to ensure that it and each member of its Supply Chain is not engaged in the activities prohibited by the MSA, and shall promptly provide copies of such records to the Customer on the Customer's request.

1.4On the Customer's reasonable request, the Service Provider shall make, and shall require any relevant member of its Supply Chain to make, such adjustments to its processes that relate to staff hiring and supplier selection as the Customer reasonably considers to be desirable to address any risk of non-compliance with the MSA.

Environment

1.5The Service Provider shall ensure that its performance of the Services shall comply with all Relevant Laws relating to the environment including but not limited to all environmental laws, statutes, regulations and relevant government issued guidance.

Health & Safety

1.6The Service Provider shall at times throughout the Term comply with all Relevant Laws relating to health and safety including (but not limited to) the Health and Safety at Work etc. Act 1974 and shall maintain a written health & safety policy.

Equal Opportunities

1.7The Service Provider shall at all times throughout the Term comply with all Relevant Law relating to equal opportunities, including, (but not limited to) the Equality Act 2010.

Compliance with Competition Laws

1.8The Service Provider confirms that it has not colluded with any third parties in relation to the Charges and that it shall comply with all Relevant Laws relating to competition and anti-trust including (but not limited to) the UK Competition Act 1998 and all relevant US requirements.

Compliance with Import/Export Laws

1.9The Service Provider shall comply with, and be solely responsible for compliance with, all Relevant Laws with respect to the export and/or import of systems, dual-use items, materials, data, information and technologies necessary for the provision of the Services to each Customer site (including those comprising the Deliverables) and with applicable embargoes, sanctions,

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and similar restrictions in force from time to time (including by determining and obtaining all relevant import and/or export authorisations).

Lloyd's Centre of Excellence

1.10The Customer expects the Service Provider to demonstrate a commitment to developing its knowledge of the London insurance market during the Term. Accordingly, the Service Provider shall commit to:

1.1.1engaging with external consultants to develop training materials and to obtain a deeper understanding of Lloyd's of London performance standards and requirements;

1.1.2developing and delivering training and certification programmes for Service Provider Personnel delivering the Services;

1.1.3increasing the general pool of Service Provider staff who are familiar with Lloyd's of London operations;

1.1.4subject always to its duties of confidentiality to its own clients, promoting the sharing of experience across the Service Provider's and its Affiliate's clients in the Lloyd's of London market including by promoting opportunities for such clients to network and share experiences;

1.1.5inviting Lloyd's of London staff to participate as a guest teachers / lecturers; and

1.1.6subject always to its duties of confidentiality to its own clients, identifying best practices across all the clients of the Service Provider and its Affiliates in the insurance sector and applying such best practice to services in areas regulated by Lloyd's of London including by recommending enhancements to processes.

48.CUMULATIVE REMEDIES

1.1Except as otherwise expressly provided in this Agreement, remedies provided under this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

49.DISPUTE RESOLUTION

1.1Any dispute between the Parties arising out of or relating to the Agreement, including with respect to the interpretation of any provision of the Agreement, shall be dealt with as follows:

1.1.1by the respective Contract Managers appointed under the Agreement; and if the dispute is not resolved by the Contract Managers;

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1.1.2then by the Customer's BPO Lead (or his or her designated nominee) and a person of equivalent standing in the Service Provider's organisation; and

1.1.3then by a member of the Customer's board (or his/her designated nominee) and a person of equivalent standing in the Service Provider's organisation.

1.2Any dispute, controversy or claim arising under, out of, in connection with, or in relation to the Agreement which cannot be settled as provided for above may then be referred by the Parties to:

1.1.1mediation by a neutral mediator accredited by the Centre for Dispute Resolution (CEDR); and

1.1.2then, if the Parties fail to reach agreement during the mediation process within sixty (60) days of the mediator being appointed, Arbitration in London under the 'LCIA Rules',

in order for the Parties to attempt to resolve such dispute.

1.3Notwithstanding clauses 49.1 and 49.2, the Parties shall be free at any time to commence legal proceedings in order to seek emergency or injunctive relief.

50.COUNTERPARTS

1.1This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one Agreement binding on the Parties, notwithstanding that both Parties are not signatories to the original or the same counterpart.

51.GOVERNING LAW AND JURISDICTION

1.1The Agreement and all matters arising out of or in connection with it (including any dispute or claim) shall be governed and construed in accordance with the laws of England and Wales and made subject to the exclusive jurisdiction of the Courts of England.

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AGREED by the Parties through their duly authorised representatives on the date written at the top of the first page of this Agreement:

For and on behalf of)

ASPEN INSURANCE UK SERVICES LIMITED    )

/s/ David Amaro

Name: David Amaro

Title: Director

Such company signing for and on behalf of each of ASPEN INSURANCE UK SERVICES LIMITED, ASPEN INSURANCE U.S. SERVICES, INC. and ASPEN BERMUDA LIMITED

For and on behalf of)

GENPACT (UK) LIMITED)

/s/ Lester D’Souza

Name: Lester D’Souza

Title: Director

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SCHEDULE 1

DEFINITIONS

The following definitions apply in this Agreement:

Acceptance Certificate means a written notice, issued by the Customer in accordance with clause 6.5, certifying that an Acceptance Item has passed (in full, or conditionally) the relevant acceptance tests.

Acceptance Criteria means the mutually agreed objective criteria which an Acceptance Item must satisfy during the acceptance tests as set out in this Agreement before the Customer is required to issue an Acceptance Certificate for that Acceptance Item.

Acceptance Item means any Deliverable or Service or any other item expressed to be subject to acceptance testing under this Agreement.

Acceptance Test means any test set out in this Agreement or agreed between the Parties for the acceptance of Acceptance Items pursuant to clause 6 of this Agreement.

Acceptance Test Plan means the plan for acceptance testing agreed between the parties pursuant to paragraph 4.1.4 of Schedule 8 (Transition and Transformation).

Additional Charges has    the    meaning    set    out    in    paragraph    10.1    of    Schedule    10    (Charging    &

Invoicing)

Affiliate means any other person that, directly or indirectly, through one or more intermediaries, is controlled by or under common control with a Party or in the case of another legal entity, controlled by or under common control with such other legal entity. For the purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of shares, the holding of voting power, by contract or otherwise.

Agreed Form NDA means the form of non-disclosure agreement set out in Schedule 15 (Exit Plan and Service Transfer Arrangements).

Agreement means this agreement, the schedules, appendices and attachments.

Applicable Increase has the meaning set out in paragraph 4.2 of Schedule 10 (Invoicing & Charging)

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Approval Criteria means the set of formal pre-defined conditions that the Service Provider must demonstrably prove they have achieved prior to progressing to the next stage of a Transition or Transformation project;

Approved Sub-Contractors means sub-contractors of the Service Provider listed in Schedule 5 (Subcontractor List) or who have otherwise been approved in writing by the Customer pursuant to clause 17.

At Risk Amount has the meaning given to it in paragraph 6.5 of Schedule 3 (Service Levels and

Service Credits).

Average Handling Time or AHT has the meaning set out in paragraph 2.2 of Appendix 10-B of Schedule 10 (Charging & Invoicing).

Balanced Scorecard has the meaning given to it in paragraph 7.1 of Schedule 12 (Governance and Service Management) as further described in Appendix 1 to Schedule 12 (Governance and Service Management).

Baseline FTE means the minimum number of FTEs required to meet demand relative to the Baseline Volume, such figures being set out in Appendix 10-H of Schedule 10 (Charging & Invoicing).

Baseline Volume means the minimum volume of work items the Customer requires the Service Provider to process for a given period of time, as set out in Appendix 10-D of Schedule 10 (Charging & Invoicing) to this Agreement.

BCP Test has the meaning set out in paragraph 3.1 of Schedule 16 (Business Continuity and DR

Plan).

Benchmarked Services has the meaning given to it in paragraph 1.1 of Schedule 11 (Benchmarking Procedure).

Benchmarker has the meaning set out in paragraph 2.3 of Schedule 11 (Benchmarking Procedure).

Benchmarking Report means the report of a Benchmarker commissioned by the Parties in accordance with Schedule 11 (Benchmarking Procedure).

BPO Lead has the meaning set out in paragraph 1.3 of Schedule 12 (Governance and Service Management)

Business Continuity Plan means the business continuity plan to be developed pursuant to Schedule 16 (Business Continuity and DR Plan).

Business Day means a day other than a Saturday, Sunday or Bank holiday in England, Bermuda or relevant US States.

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Business Impact Initiative has the meaning set out in paragraph 16.1 of Schedule 10 (Charging &

Invoicing).

Calendar Year means the period of 365 (or 366 as applicable) days starting from the first (1st) day of January and ending on the thirty first (31st) day of December.

Calendar Quarter means any one of the following four periods of three months that make up a Calendar Year: 1st January to 31st March (quarter 1); 1st April to 30th June (quarter 2); 1st July to 30th September (quarter 3) and 1st October to 31st December (quarter 4).

Ceded Operations Services means the services designated as such in Schedule 2 (Service Tower Specification) to this Agreement.

Change means any change to this Agreement and/or provision of the Deliverables and/or Services agreed between the Parties in accordance with Schedule 13 (Contract Change Control Procedure).

Change Control means the process for modifying the provision of the Services or the Agreement as set out in Schedule 13 (Contract Change Control Procedure).

Change Control Note shall be a document agreed between the Parties in the form set out in Appendix 1 to Schedule 13 (Contract Change Control Procedure) that records a Change.

Change of Control means a change in Control involving the Service Provider.

Change Request means a written request from either party to vary the terms of this Agreement pursuant to the procedure set out in Schedule 13 (Contract Change Control Procedure).

Charges means the aggregate charges payable by the Customer to the Service Provider under this Agreement and as are more particularly set out in Schedule 10 (Charging and Invoicing).

Claim has the meaning set out in clause 30.3.1.

Commercially Reasonable Efforts means that the Party obliged to perform shall take all such steps and perform in such a manner as if it were acting in a determined, prudent and reasonable manner in order to achieve the desired result for its own benefit.

Committed Non-FTE Benefits has the meaning set out in paragraph 13.1 of Schedule 10 (Charging & Invoicing)

Committed Service Levels means the Service Levels described as such in Appendix 3-A and Appendix 3-B of Schedule 3 (Service Levels and Service Credits) which shall be subject to the process set out in paragraph 3 of Schedule 3 (Service Levels and Service Credits).

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Committed Transformation means the Transformation Projects to be completed prior to or after completion of Transition in order to deliver committed price reductions and/or service improvements and whose scope is either agreed prior to the Effective Date or identified prior to the Effective Date with a plan to finalise the details of the same to be agreed during Transition.

Committed Transformation Services has the meaning set out in paragraph 1.1.1(i) of Schedule 8 (Transition & Transformation).

Comparative Charges has the meaning set out in paragraph 1.2 of Schedule 11 (Benchmarking

Procedure).

Confidential Information means in relation to either Party to this Agreement (“first Party”) any and all information in whatever form (whether oral, tangible or documented), that (a) is by its nature confidential; or (b) the other Party knows or ought to know is confidential; or (c) is designated by the first Party as confidential including the following which are hereby designated by the first Party as confidential information of that Party: (i) in the case of the Customer, all Deliverables; (ii) information relating to the financial position of the first Party (or any of its Affiliates) and in particular includes information relating to the assets or liabilities of the first Party (or any of its Affiliates), budgets, sales, and any other matter that does or may affect the financial position or reputation of the Party (or any of its Affiliates); (iii) information relating to the business strategies of the first Party (or any of its Affiliates) and in particular including marketing, public relations, advertising and commerce plans, ideas, strategies, projections and other information (including related to electronic sales), business plans, real estate plans, strategic expansion plans, products and product designs; (iv) information relating to the first Party’s (or any of its Affiliate's) customers, contractors or sub-contractors; (v) any information derived from the information described in (i) to (iv) above; and is disclosed to or otherwise learnt, acquired or developed by the other Party in connection with this Agreement (or its subject matter).

Consultant has the meaning given in clause 33.1 (Enhanced Co-operation).

Contract Change Control Procedure or ‘CCP’ means the process for modifying the provision of the Services or the Agreement as set out in Schedule 13 (Contract Change Control Procedure).

Contract Manager means the person appointed by each party to represent it in relation to day to day matters arising in relation to the Services and this Agreement.

Contract Year means the twelve (12) month period from the Effective Date or an anniversary thereof.

Control shall mean the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise.

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Consultant Costs has the meaning given in clause 33.10 (Enhanced Co-operation).

Continuation Services means the Services (other than Termination Assistance) which the Customer may continue to require the Service Provider to provide during the Termination Assistance Period.

Critical Service Level means a Service Level designated as such in Appendix 3-A to which the provisions of paragraph 6 of Schedule 3 (Service Levels and Service Credits) apply.

Customer Data means information regarding or relating to the Customer or the Customer Group that is provided to the Service Provider pursuant to this Agreement.

Customer Dependencies means the obligations of the Customer in relation to the provision of information, advice or assistance and which are required in order to enable the delivery of the Deliverables and/or Services by the Service Provider, and which is identified as a Customer Dependency in Schedule 4 (Customer Dependencies).

Customer Equipment has the meaning given to it in clause 13.1 (Equipment and Software).

Customer Group means each of the UK Customer, US Customer and Bermuda Customer and their Affiliates and, with respect to the receipt of Services hereunder by the Customer Group to be provided for the benefit of the Customer Group clients (but not the right to call off Services pursuant to this

Agreement), the Customer’s or the Customer’s Affiliates’ third party service providers and Related Parties (and their third party service providers). For the avoidance of doubt this definition shall not include any competitor of the Service Provider.

Customer Indemnities has the meaning set out in clause 30.2 of this Agreement.

Customer IPR means any IPR owned by the Customer or its Affiliates and licenced by the Customer to the Service Provider to be used by the Customer or the Service Provider in receiving or providing the Services.

Customer Location Policies has the meaning set out in clause 16.1.

Customer Locations and Customer Sites means the locations and sites from which the Customer operates and to which the Service Provider will require access in order to provide the Services from time to time, as set out in the Procedures Manual and/or Schedule 22 (Locations and Site Licence).

Customer Material means any Material owned by the Customer or its Affiliates (and any modifications to that Material).

Customer Onshore FTE Underwritten Benefits has the meaning set out in paragraph 1.1.1 of Appendix 10-B of Schedule 10 (Charging & Invoicing)

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Customer Personal Data means any personal data which may be supplied by a Customer Group company to the Service Provider under this Agreement and/or which the Service Provider (and/or any Sub-Contractor) generates, collects, stores, transmits or otherwise processes either on behalf of a Customer Group company or as a data controller in connection with this Agreement.

Customer Personnel means the directors, officers, employees, agents, agency workers, contractors and sub-contractors of the Customer Group and its sub-contractors (other than the Service Provider and its Affiliates).

Customer Software means the computer programs (whether in machine or optically readable format) and all Materials relating to such computer programs, owned, licenced or used by the Customer and/or its Affiliates.

Customer Systems means the Customer Software and any Equipment and/or Tools owned or used by the Customer and/or its Affiliates.

Data Protection Legislation means all laws relating the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC (as will be superseded by the EU General Data Protection Regulation 2016/679 (“GDPR”)), the EU Privacy and Electronic Communications Directive 2002/58/EC, the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500) (NYDFS) and the Bermuda Personal Information Protection Act 2016, as implemented in each jurisdiction, and all amendments, or all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance. The terms data controller, data processor, data subject, personal data and processing shall have the meanings ascribed to them in the GDPR.

Dedicated Licence means a licence designated as such by the Parties in Schedule 19 (Transferring Contracts/Rights to Use).

Dedicated Third Party Contracts means a third party contract designated as such in Schedule 15 (Exit Plan and Service Transfer Arrangement).

Delay Notice as defined in clause 5.1 (Delay).

Deliverable means any tangible item or output required to be provided by the Service Provider to the Customer.

Deliverable Acceptance Document means a document setting out the acceptance requirements for the relevant Deliverable as may be agreed between the Parties pursuant to Schedule 8 (Transition and Transformation).

Delivered Benefit has the meaning set out in paragraph 2.3 of Appendix 10-B of Schedule 10 (Charging & Invoicing)

Designated Areas means those areas designated as such in accordance with Schedule 22 (Location and Site Licence) to this Agreement.

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Desktop Virtualisation Software means software technology that separates the desktop environment and associated application software from the physical client device that is used to access said software application.

Detailed Design or Detailed Design Phase refers to the detailed design phase of Transition and where applicable Transformation as further described in Appendix 1 of Schedule 8 (Transition and Transformation).

Developed IPR means any IPR created by the Service Provider in connection with this Agreement.

Digital Product has the meaning set out in clause 25.10 of this Agreement.

Disaster means any disruption to the performance or receipt of the Services (whether caused by a natural or a man-made phenomenon or occurrence) that requires the implementation of the Disaster Recovery Plan and which is acknowledged to be a Disaster by the Customer.

Disaster Recovery Plan means a disaster recovery plan to be developed pursuant to Schedule 16 (Business Continuity and DR Plan).

Disclosing Party means the Party which discloses its Confidential Information to the other Party.

Dispute Resolution Procedure means the procedure set out in clause 49 (Dispute Resolution).

Divested Affiliate means any entity which has been, during the term of this Agreement, an Affiliate of the Customer, and which subsequently ceases to be an Affiliate of the Customer.

Documentation means all documentation including user manuals or other operating manuals relating to a Deliverable or the Services.

Effective Date means 01, April 2018.

Employment Costs has the meaning set out in clause 15.2 (Personnel).

Employment Liabilities mean all claims and employment related costs, including but not limited to claims for salary and benefits, redundancy payments, unlawful deductions from wages, unfair, wrongful or constructive dismissal compensation, compensation for age, sex, race or disability discrimination or discrimination on the grounds of religion, belief, age or sexual orientation or claims for equal pay, compensation for less favourable treatment of part-time workers, and any other claims whether in tort (including negligence), contract or statute or otherwise, and any demands, actions, proceedings and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs and expenses reasonably incurred in connection with a claim or investigation, and any expenses and legal costs on an indemnity basis.

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Enhanced Change Management has the meaning set out in paragraph 21 of Schedule 10 and more further described in Part E of Appendix 1 to Schedule 8 (Transition and Transformation).

Equipment means all components, materials, plant, tools, test equipment, hardware, firmware, computing and data communications equipment and any related documentation used in the provision of the Services.

Equivalent Services has the meaning given to it in paragraph 1.2 of Schedule 11 (Benchmarking Procedure.

Excess FTE has the meaning set out in paragraph 3.2 of Appendix 10-B to Schedule 10 (Charging &

Invoicing.)

Executive Escalation (a) has the meaning given in clause 8.5.1.

Executive Escalation (b) has the meaning given in clause 8.5.2.

Existing Performance Data has the meaning set out in paragraph 3.6 of Schedule 3 (Service Levels and Service Credits.

Existing Service Levels means the Service Levels described as such in Appendix 3-A and Appendix 3-B of Schedule 3 (Service Levels and Service Credits) which shall be subject to the process set out in paragraph 3 of Schedule 3.

Exit Information has the meaning given to it in paragraph 5.1 of Schedule 15 (Exit Plan and Service Transfer Arrangements).

Exit Milestones are the applicable Milestone Dates set out the Exit Plan developed in accordance with Schedule 15 (Exit Plan and Service Transfer Arrangements).

Exit Plan the plan to be developed pursuant to Schedule 15 (Exit Plan and Service Transfer Arrangements) that shall set out in such detail as is reasonably required by the Customer a plan by which the Services shall be transferred to the Customer or a Successor Service Provider following the termination or expiry of this Agreement in whole or in part.

Finance & Accounting Services means those Services set out as such in Schedule 2 (Service

Towers Specification).

Finance, Contract, Billing and Commercial Meeting has the meaning set out in paragraph 4.3 of Schedule 12 (Governance and Service Management).

Finance Services means the services set out in Schedule 2 (Service Tower Specification) to this Agreement.

Financial Distress Event means any or all of the following:

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(a)the Service Provider’s credit rating dropping two levels below its rating as at the Effective Date;

(b)the Service Provider issuing a profits warning to a stock exchange or making any other public pronouncement about a material deterioration in its financial position or prospects;

(c)in case the Service Provider 's Solvency Ratio rises to four (4) or above, where the Service Provider cannot reasonably demonstrate to the Customer that such lower rating will have no impact on the Service Provider 's ability to provide the Services in accordance with this Agreement. The Solvency Ratio is calculated as net borrowings net of cash divided by EBITDA; and

(d)a public investigation or regulatory finding into any allegations of improper financial accounting and reporting, suspected fraud or other financial impropriety by the Service Provider that, if the allegations are proven, is likely to result in a material adverse change in the financial position of the Service Provider,

where, in each case, the Customer reasonably believes that this could impact on the continued performance and delivery of all or part of the Services in accordance with this Agreement.

Firm Forecast has the meaning set out in paragraph 8.4 of Schedule 10 (Charging & Invoicing).

First Service Commencement Date has the meaning set out in clause 3.1.

Force Majeure Event means any act of God, war, civil disturbance, strike (other than strikes of Service Provider Personnel), flood, fire, or other cause not within that Party’s reasonable control.

Forecast Volumes has the meaning set out in paragraph 8.2 of Schedule 10 (Charging & Invoicing).

FTE means full time equivalent resources (or any individual full time equivalent resource) being the resources to be deployed to provide the Services (or for Customer FTEs, activities to be replaced by the Services) and to be measured by reference to a full working day during which Services are performed by a member of the Service Provider Personnel (or, pre-Transition, the full working day during which Customer activities were performed by Customer FTEs).

FTE Rates means the Rate Card applicable to the Service Provider’s FTEs as set out in the ‘Offshore Rate Card’ table of the Price Book set out in Appendix 10-A of Schedule 10 (Charging & Invoicing).

FTE Run Buffer has the meaning set out in paragraph 7.11 of Schedule 10 (Charges & Invoicing).

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FTE Run Service Charges means the aspect of the Charges calculated pursuant to paragraph 7 of Schedule 10 (Charges & Invoicing).

FTE Walk means the increase or decrease in the Baseline FTE figures relative to the Baseline Volume as set out in the “FTE Walk” table of the Price Book (Appendix 10-A) in Schedule 10

(Charging & Invoicing).

Functional Lead has the meaning set out in paragraph 1.3 of Schedule 12 (Governance and Service Management).

Functional Owner has the meaning set out in paragraph 1.3 of Schedule 12 (Governance and Service Management).

Future Equipment has the meaning given to it in clause 13.4.

Future Transformation means the Transformation Projects that will take place during the Term following Transition and which go beyond the Committed Transformation activities agreed to be performed as at the Effective Date.

Future Transformation Services means the Transformation Services to be agreed between the Parties in accordance with Appendix 2 of Schedule 8 (Transition and Transformation) of this Agreement.

Gainshare Initiatives has the meaning set out in paragraph 16.2 of Schedule 10 (Charging &

Invoicing).

Good Industry Practice means that degree of skill, care, prudence, foresight and practice which would ordinarily be expected of a skilled, experienced and leading supplier of services of the same or a similar nature to the Services and which, for the avoidance of doubt, includes compliance with applicable British Standards Institute and International Standards Organisation standards.

Hardware means the physical material parts of a computer or other system.

Holdback has the meaning set out in clause 10.2.

Implementation Plan means any plan for the implementation of Transition or Transformation Services as described in Appendix 1 of Schedule 8 (Transition and Transformation) to this Agreement.

Indexation Date has the meaning set out in paragraph 4.1 of Schedule 10 (Charging & Invoicing).

Indian FTE means a Service Provider FTE based in India.

Indian FTE Rate means that aspect of the ‘Offshore Rate Card’ applicable to Indian FTEs.

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Infringing Item has the meaning set out in clause 30.3.

Initial Term has the meaning set out in clause 3.1.

Innovation Pool has the meaning set out in paragraph 17 of Schedule 10 (Charging & Invoicing)

Innovation Project/Initiative has the meaning set out in paragraph 17.2 of Schedule 10 (Charging and Invoicing)

Insolvency Event means one or more of the following events:

(a)a Party becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(b)a Party enters into liquidation either compulsory or voluntary (save for the purposes of a solvent reconstruction or amalgamation) or a provisional liquidator is appointed in respect of that Party; (c) an administrator, administrative receiver, receiver or manager, liquidator or similar officer is appointed in respect of the whole or any part of that Party’s assets (save for the purposes of a solvent reconstruction or amalgamation) and/or a winding up petition is issued against that Party;

(d)that Party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; or

(e)that Party is subject to an event analogous to any of the above in any other jurisdiction.

Insurance Services, Claims & Underwriting means those services set out as such in Schedule 2 (Service Tower Specification) to this Agreement.

Intellectual Property Rights or ‘IPR’ means all patents, rights in inventions, rights in designs, trade marks, trade and business names and all associated goodwill, rights to sue for passing off or for unfair competition, copyright, Moral Rights and related rights, rights in databases, topography rights, domain names, rights in information, tools and methodologies and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term.

Interim Minimum Service Levels means, in respect of any Services to which New Service Levels apply, the Minimum Service Levels that apply from the Effective Date up until the end of the Service Level Observation Period to which Service Credits shall not be applicable.

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Interim Required Service Levels means, in respect of any Services to which New Service Levels apply, the Required Service Levels that apply from the Effective Date up until the end of the Service Level Observation Period to which Service Credits shall not be applicable.

Internal Audit has the meaning set out at clause 20.13.

Key Measure means a Service Level to which the provisions of paragraph 6 of Schedule 3 (Service Levels and Service Charges) does not apply. The Key Measures as at the Effective Date of this Agreement are set out in Appendix 3-B of Schedule 3 (Service Levels and Service Credits).

Key Milestone means any Milestone identified as such by the Parties in accordance with Schedule 8 (Transition and Transformation).

Key Personnel means those individuals identified as such in Schedule 18 (Key Personnel).

Landed Resource means Service Provider Personnel performing Services not from one of the Service Providers main offshore service centres but who is normally based at such centres.

Lean Six Sigma or LSS refers to a managerial methodology based on the “Lean” and “Six Sigma” principles as commonly adopted across the business process management industry.

Legal & Compliance Services means those services set out as such in Schedule 2 (Service Tower Specification) to this Agreement.

Liquidated Damages means any fixed or determined sum of damages agreed by the Parties to this Agreement to be payable should certain defined events occur as set out in this Agreement.

Local Agreement means an agreement entered into on the terms set out in Schedule 9 (Template Local Agreement) to this Agreement.

Managed Agreements has the meaning set out in clause 14.3.

Market Competitive has the meaning set out in paragraph 1.2 of Schedule 11 (Benchmarking

Procedure).

Material means methodology or process, documentation, data or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, but excluding Software.

Material Adverse Change means any of the following occurring in relation to the Service Provider:

(a)a Financial Distress Event;

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(b)the Service Provider allowing the benefit of other contracts entered into by it to be assigned or novated from the Service Provider without the Service Provider’s prior written consent or otherwise allowing (whether by act or omission) a situation to arise where the Customer is the only significant customer of the Service Provider; or

(c)in the event the Service Provider’s Parent Company ceases to be listed, the Service Provider Personnel identified in clause 8.5.2. failing within a reasonable period of time to respond in a substantive manner to queries raised by the Customer as to the Service Provider’s financial well-being; priorities for and intentions regarding the Service Provider; and/or its activities over the next twelve (12) months following the query.

Material Service Failure means the events identified as such in this Agreement including those identified as such in paragraph 5.8 of Schedule 3 (Service Levels and Service Credits).

Measurement Period means the period of time in respect of which the Service Provider's performance against the Service Levels will be measured, and in the absence of anything to the contrary will be a calendar month.

Milestone means a milestone identified and agreed between the Parties for the performance of any element of the Service under this Agreement.

Milestone Date: means, in relation to an agreed Milestone, the date by which such Milestone is to be achieved.

Minimum Service Level means, in respect of any Service Level, the level of performance below which, the provisions of paragraph 5.5 of Schedule 3 (Service Levels and Service Credits) apply.

Moral Rights has the meaning set out in Chapter IV of the UK Copyright, Designs and Patents Act 1988.

MSA means Modern Slavery Act 2015 as set out in clause 47.2 (Modern Slavery) of this Agreement.

New Service means a service additional to the Services.

New Service Level means the Service Levels described as such in Appendix 3-A and Appendix 3-B of Schedule 3 (Service Levels and Service Credits) which shall be subject to the process set out in paragraph 3 of Schedule 3 (Service Levels and Service Credits).

Non-Dedicated Licence means    a    licence    designated    as    such    by    the    Parties    in    Schedule    19

(Transferring Contracts/Rights to Use).

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Non-Dedicated Third Party Contracts means a third party contract designated as a non-dedicated in Schedule 15 (Exit Plan and Service Transfer Arrangements) of this Agreement.

Non-Underwritten Benefits has the meaning set out in paragraph 1.2 of Appendix 10-B of Schedule 10 (Charging & Invoicing).

Notice has the meaning set out in clause 30.4.1.

Offshore FTE means FTE based primarily offshore (being India and other jurisdictions that are not in Europe, North America or Bermuda).

Offshore FTE Underwritten Benefits has the meaning set out in paragraph 1.1.2 of Appendix 10-B of Schedule 10 (Charging & Invoicing).

Offshore Personnel means Service Provider Personnel who are based primarily offshore (being India and other jurisdictions that are not in Europe, North America or Bermuda).

Onshore FTE means FTE based primarily onshore (that being Europe, North America or Bermuda).

Onshore Personnel means Service Provider Personnel who are based full time onshore (that being Europe, North America or Bermuda).

Operational Review Meeting has the meaning set out in paragraph 4.3 of Schedule 12 (Governance and Service Management) to this agreement.

Ops Centre means the application of Sequence for the purpose of business process workflow management and reporting in respect of the Services.

Optional Transformation Benefits has the meaning set out in paragraph 14.1 of Schedule 10 (Charging & Invoicing)

Other Sites means any other Customer Site which is not subject to a Site Licence under Schedule 22

(Site Licence) which the Customer may procure access pursuant to Schedule 22 (Site Licence)

Overhead Charges has the meaning set out in paragraph 11.1 of Schedule 10 (Charging and

Invoicing).

Parallel Run or Parallel Run Phase refers to the parallel run phase of Transition and where applicable Transformation as set out in Appendix 1 of Schedule 8 (Transition and Transformation).

Parent Company means the entity that ultimately Controls the Service Provider.

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Pass-Through Expenses means any expenses that the Customer specifies shall be paid for by the Service Provider on behalf of the Customer, and which are then to be recharged on to the Customer by the Service Provider without any administration fee or mark-up, other than as part of the ongoing Charges in accordance with Schedule 10 (Charging and Invoicing).

Performance Standards means the standards of performance the Service Provider is required to meet pursuant to this Agreement as referred to in Schedule 3 (Service Levels).

Person means any body corporate, association, partnership, joint venture, organisation, individual, business or other trust or any other entity or organisation of any kind or character, including a court or other governmental authority.

Planning, Programme and Transformation Committee has the meaning set out in paragraph 4.3 of Schedule 12 (Governance and Service Management) to this Agreement.

Pool Allocation has the meaning set out in paragraph 6.3 of Schedule 3 (Service Levels and Service

Credits).

Post-Transformation Service Levels means the Service Levels set out as such in Part 2 of Appendices 3-A and 3-B of Schedule 3 (Service Levels and Service Credits).

Pre-existing IPR means any IPR owned by that Party prior to the Effective Date used in the provision of the Deliverables or Services.

Pre-Transformation Service Levels means the Service Levels set out as such in Part 1 of Appendices 3-A and 3-B of Schedule 3 (Service Levels and Service Credits).

Price Book means the document set out in Appendix 10-A to Schedule 10 (Charging & Invoicing) (as the same may be updated during the Term) setting out the basis on which the Charges shall be calculated.

Procedures Manual or ‘SOP’ has the meaning given to it in clause 8.2 of this Agreement.

Ramp Up means the process by which the Service Provider takes on an aspect of the Services at low volume and gradually takes on more work until they have reached the full 100% of business volume.

Ramp Up Period means the period during in which Ramp Up takes place as the same is identified in or shall be identified pursuant to the Transition Plan or an applicable Transformation Plan as set out in Appendix 1 to Schedule 8 (Transition and Transformation).

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Rapid Process Automation or Robotic Process Automation or RPA means robotic technology used to autonomously configure computer software or tools to capture, manipulate and communicate data in order to automate transitional business processes.

Rate Card means the rate cards set out in the Price Book in Appendix 10-A of Schedule 10 (Charging and Invoicing) used to calculate the Charges payable under this Agreement.

Receiving Party means the Party which receives Confidential Information of the other Party.

Regular Future Transformation Update has the meaning set out in paragraph 1.5 of Appendix 2 to Schedule 8 (Transition & Transformation).

Regulator or Regulatory Body means any person, body or regulatory authority responsible for ensuring compliance with statutory requirements and all other rules, guidance regulations, instruments and provisions in force from time to time including the rules, codes of conduct, codes of practice, and practice requirements guidance, which a Party or its Affiliates may be subject to from time to time.

Regulatory Change means any change to any Customer Applicable Regulations or Service Provider Applicable Regulations.

Reinsurance Services, Claims & Underwriting means those services set out in to Schedule 2 (Service Tower Specification) to this Agreement.

Related Party means those entities that from time to time work with the Customer Group to provide services to users of the Customer’s Group’s services or resell the Customer Group’s services to third parties.

Relevant Law means:

(a)any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject including Data Protection Laws;

(b)the common law as applicable to the Parties from time to time;

(c)any binding court order, judgment or decree;

(d)any applicable industry code, policy or standard, in each case enforceable by law; and

(e)all applicable statutory and all other rules, guidance regulations, instruments and provisions in force from time to time including the rules, codes of conduct, codes of practice, practice requirements guidance and accreditation terms, in each case of mandatory effect and stipulated by any regulatory authority to which a Party or its Affiliates is subject from time to time.

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Replacement Services means the provision of services by an entity other than the Service Provider or a member of the Service Provider Group in substitution of the Service Provider following the expiry or termination of all or part of the Services.

Reports means those reports to be provided by the Service Provider to the Customer in accordance with this Agreement.

Residual Knowledge has the meaning given to it in clause 25.14 (Residual Knowledge).

Restatement Date has the meaning set out in clause 3.1 of the Agreement.

Retained Organisation means the organisation, service and resources retained by the Customer following the replacement of the Transition and Transformation Services.

Required Service Level means, in respect of any Service Level, the required level of performance which the Service Provider shall meet or exceed in its performance of the relevant Services;

Risk & Actuarial Services means those services set out as such in Schedule 2 (Service Tower Specification) to this Agreement.

Security Control Requirements has the meaning set out in para 3.1.1 of Schedule 7.

Security Incident means any

(i)actual or reasonably suspected unauthorised access or disclosure of Customer Data, or

(ii)actual accidental or unlawful destruction of Customer Data; (iii)    accident resulting in loss or alteration of Customer Data.

Sequence means the Service Provider’s proprietary Digital Product for business process workflow management and operational reporting licenced to the Customer during the Term of this Agreement on the terms set out in Appendix 14.1 Schedule 14 (Sequence Licence) (as amended by the terms of Section A of Schedule 14).

Service Commencement Date has the meaning set out in clause 3.1 (Term).

Service Credits means the credits (if any) which become payable to the Customer in accordance with paragraph 6 of Schedule 3 (Service Levels and Service Credits).

Service Failure means a failure to meet the Required Service Level.

Service Level means the service levels required by the Customer as set out in Appendix 3-A or Appendix 3-B of Schedule 3, as may be amended from time to time in accordance with Schedule 3 (Service Levels and Service Credits).

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Service Level Default means a failure to meet a Service Level which is not excused pursuant to Schedule 3 (Service Levels and Service Credits).

Service Level Observation Period has the meaning given to it in paragraph 3.8.1 of Schedule 3

(Service Levels and Service Credits).

Service Level Report has the meaning given to it in paragraph 5.3 of Schedule 3.

Service Provider BC Representative has the meaning set out in Schedule 16 (Business Continuity and DR Plan) to this Agreement.

Service Provider Delivery Lead means the individual designated as such in Schedule 18 (Key

Personnel).

Service Provider Group means the Service Provider and its Affiliates.

Service Provider IPR means any IPR owned by the Service Provider, its Affiliates or sub-contractors and used to provide the Services and/or Deliverables (including Service Provider Software) and (including Developed IPR in the Deliverables) any enhancements or modifications thereto.

Service Provider Personnel means the Service Provider’s and any sub-contractor’s staff, employees, contractors and any other individual whom the Service Provider or its sub-contractors engage to provide Services on their behalf to the Customer from time to time.

Service Provider Service Locations means those locations, site or facilities from which Services shall be provided that from time to time are owned, leased or under the control of the Service

Provider, its Affiliates, or their sub-contractors.

Service Provider Software means software owned by or licenced to the Service Provider which is or has been from time to time used in any Deliverables or Services and/or in respect of which access is granted to the Customer for the use of the any Deliverables or Services in accordance with the terms and conditions of this Agreement.

Service Provider Systems Regulatory Change has the meaning given to it in paragraph 5.1.2(b) of Schedule 13 (Contract Change Control Procedure).

Service Tower means any one or more of the categories of Services set out in the sections (3-10) of Schedule 2 (Service Towers Specification).

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Service Transfer means the transfer of the Services to the Customer or a Replacement Service Provider following the termination or expiry (whether in whole or in part) of this Agreement.

Service Transfer Date means the date on which the Services or services similar to the Services revert to the Customer or transfer to a Replacement Service Provider as the case may be

Services means the services agreed to be provided by the Service Provider to the Customer, each as set out Schedule 2 (Service Towers Specifications), or any agreed Change Control Note, or referred to in clause 4 of this Agreement.

Site Licence is a Licence agreed between the Parties in accordance with Schedule 22 (Locations and Site Licence) to this Agreement.

SME means “Subject Matter Expert”.

Software means any computer program (in object code or Source Code form), program interfaces and any tools or object libraries embedded in that Software.

Solution Design Document means the document titled “D2a_Genpact_Genpact Solution Document_20180319.docx) as submitted by Service Provider March 19th 2018 as set out at Annex 1 of Schedule 2 (Service Tower Specification).

Source Code means in relation to any Software used to perform the Services or provided as part of the Services, (i) electronic and hard copy versions of the set of human readable, higher level programming language instructions or statements in which the Software was written; and (ii) any additional documents and information as the Customer may reasonably require to maintain, modify, alter, upgrade, develop, or enhance the Software or any part of the Software.

Specification means the specification for a Deliverable as set out in Schedule 2 (Service Towers

Specification).

Standards and Policies means those standard and policies set out in Schedule 6 (Standards and

Policies).

Statement of Work or ‘SOW’ means any statement agreed between the Parties in accordance with the template(s) set out in Schedule 24 (Pro-forma Statement of Work) to this Agreement.

Steering Committee means the committee comprising two (2) senior management representatives of each Party, as appointed by each party from time to time, which representatives at the Effective Date are as set out in Schedule 12 (Governance and Service Management).

Step In means the right of the Customer to take control over the provision of the Services or any part of them in accordance with clause 32.1 (Step In).

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Submissions Management Functionality has the meaning in section C of Appendix 14 (Sequence

Licence).

Subsequent Service Commencement Date has the meaning set out in clause 3.1.

Successor Service Provider means the third party or the Customer, or a Customer Affiliate appointed by the Customer to provide the Replacement Services.

Supply Chain has the meaning set out in clause 47.2.

System: means an interconnected grouping or electronic processes, including Equipment, Software and associated attachments, features, accessories, peripherals and cabling, and all additions, modifications, substitutions, upgrades or enhancements to such System, to the extent a party has financial or operational responsibility for such System or System components hereunder. System shall include all Systems in use or required to be used as of the applicable Service Commencement Date, all additions, modifications, substitutions, upgrades or enhancements to such Systems and all Systems installed or developed by or for Customer or Service Provider following the applicable Service Commencement Date.

Task Completion Date means the date for completion of Transition, Committed Transformation Future Transformation Tasks agreed between the Parties in accordance with Schedule 8 (Transition and Transformation) of this Agreement.

Technical    Design    or    Technical    Design    Phase    refers    to    the    technical    design    phase    of

Transformation as further described in Appendix 1 of Schedule 8 (Transition and Transformation).

Term means the Initial Term together with any extension of the Initial Term.

Termination Assistance means the Services to be provided by the Service Provider in the event of and/or in the lead in to the termination (in whole or in part) or expiry of the Agreement as further described in clause 37 (Termination Assistance) and Schedule 15 (Exit Plan and Transfer Arrangements).

Termination Assistance Period means the period agreed pursuant to clause 37 of this Agreement as further described in paragraph 3.1 of Schedule 15 (Exit Plan and Service Transfer Arrangements).

Termination Trigger means the standard of performance described as such in respect of a Critical Service Level in Appendix 3-A of Schedule 3 (Service Levels and Service Credits).

Third Party IPR means any IPR which is not Customer IPR or Service Provider IPR.

Third Party Material: Material and/or Software used by the Service Provider in the course of the Services or otherwise provided to the Customer or its Affiliates pursuant to this Agreement, in respect of which the Intellectual Property Rights are owned by a third party.

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Third Party Service Provider means a third party provider/supplier of goods or services relevant to the performance, receipt or use of the Services that the Service Provider may have to interact with, rely on or support in its performance of the Services.

Tool means any program used for software development, testing, data search, analysis, project management, measurement and monitoring or system maintenance, including related know-how.

Transferee has the meaning set out in clause 39.2.

Transformation means the Services delivered to enable the Committed Transformation and/or Future Transformation Tasks to be successfully completed as set out in Schedule 8 (Transition and Transformation) or in an applicable Transition or Transformation Plan.

Transformation Acceptance Tests has the meaning set out at paragraph 4.1.3 (ii) of Schedule 8 (Transition and Transformation).

Transformation Charges means the Charges set out in Schedule 10 (Charging & Invoicing) payable for: (i) the Committed Transformations, it being acknowledged that each Service Tower may have different Transformation Charges for Committed Transformation(s) and such Transformation Charges shall only be payable if Committed Transformation of such Service Tower is called off by the Customer; and (ii) any Future Transformations the Parties may agree.

Transformation Deliverables means the Deliverables related to Transformation set out in Schedule 8

(Transition and Transformation) including but not limited to Committed Transformation Deliverables and Future Transformation Deliverables.

Transformation Manager means the Service Provider’s Onshore and/or Offshore Transformation Delivery Managers appointed in accordance with paragraph 5.2 of Schedule 8 (Transition and Transformation) and the Service Provider’s Future Transformation Manager as appointed from time to time in accordance with paragraph 7.1 of Schedule 8 (Transition and Transformation).

Transformation Phase means the relevant phase of the Transformation Projects set out in Appendix

1 of Schedule 8 (Transition and Transformation) including but not limited to “Detailed Design”, “Technical Design”, “Build”, “Test” and “Go Live”.

Transformation Plan means the detailed plan of activities and associated timescales for the implementation of the Transformation activities covering service Transformation and business process Transformation set out in Appendix 1, or to be agreed between the Parties pursuant to Schedule 8 (Transition and Transformation), including but not limited to Committed Transformation Plan and Future Transformation Plan.

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Transformation Project means the projects set out in Appendix 1 of Schedule 8 (Transition and Transformation) including but not limited to Committed Transformation Projects and from time to time as agreed between the Parties, Future Transformation Projects.

Transformable Services has the meaning set out in paragraph 1.1.1(ii) of Schedule 8 (Transition and Transformation).

Transformation Services means the services agreed between the Parties pursuant to Schedule 8

(Transition and Transformation) including but not limited to Committed Transformation Services and Future Transformation services.

Transformation Task means any transformation related tasks agreed between the parties pursuant to Appendix 1 of Schedule 8 (Transition and Transformation) including but not limited to Committed Transformation Tasks and Future Transformation Tasks.

Transformed Services means Transformable Services that have undergone Transformation.

Transition means implementation of those services to be provided by the Service Provider to the Customer in accordance with the terms of this Agreement and as more particularly described in Schedule 8 (Transition and Transformation).

Transition and Committed Transformation Services Board means a board of representatives appointed by the Customer, Service Provider and other interested third parties and in accordance with Schedule 8 Transition and Transformation.

Transition Buffer has the meaning set out in paragraph 7.10 of Schedule 10 (Charges & Invoicing)

Transition Charges means the Charges payable for Transition as set out in Schedule 10 (Charging & Invoicing), it being acknowledged that each Service Tower may have different Transition Charges and such Transition Charges shall only be payable if Transition of such Service Tower is called off by the Customer.

Transition, Committed Transformation and Future Transformation Documentation has the meaning given to it in paragraphs 1.5.2 and 1.5.3 of Schedule 8 (Transition and Transformation).

Transition Deliverables means the Deliverables relating to Transition agreed between the parties in Appendix 1 to Schedule 8 (Transition and Transformation).

Transition Dependency means the Transition related dependencies set out in Schedule 4 (Customer Dependencies) to this Agreement.

Transition Manager has    the    meaning    set    out    in    paragraph    5.2    of    Schedule    8    (Transition    and

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Transformation).

Transition Phase means the phases of each Transition Project as set out in Part B of Appendix 1 to Schedule 8 (Transition and Transformation) including but not limited to “Detailed Design”, “PreProcess Training”, “Process Training” and “Parallel Run”.

Transition Plan the detailed plan of activities and associated timescales for the implementation of the Services set out in Schedule 8 (Transition and Transformation).

Transition Project means the projects set out for each Service Tower in Part B of Appendix 1 to Schedule 8 (Transition and Transformation).

Transition Schedule means the schedule for Transition activities as agreed between the Parties pursuant to paragraph 3.1.1 of Schedule 8 (Transition and Transformation) as more further described in Part B of Appendix 1 to Schedule 8 (Transition and Transformation).

Transition Services has the meaning set out in paragraph 1.1.1 of Schedule 8 (Transition and

Transformation.

Transition Task means any task relating to transition that the Parties agree and set out in a relevant Transition Plan in accordance with Appendix 1 of Schedule 8 (Transition and Transformation) to this Agreement.

Transition Wave means those waves set out in Part B of Appendix 1 of Schedule 8 (Transition and

Transformation).

UK Onshore Support means those aspects of the Services to be performed by FTE who are Landed Personnel or Onshore Personnel.

Underwritten Benefits has the meaning set out in paragraph 1.1 of Appendix 10-B of Schedule 10 (Charging and Invoicing).

US Onshore Support means those aspects of the Services to be performed by FTE who are Landed Personnel or Onshore Personnel.

VAT has the meaning set out at clause 23.1.

Virus means any form of harmful or surreptitious code, including malware, disabling devices, Trojan horses, system monitors, keyloggers, dialers, adware and adware cookies.

Weekly SL Report has the meaning given to it in paragraph 5.3 of Schedule 3 (Service Levels and

Service Credits).

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Wilful Default means any act or omission by the Service Provider which is or results in a breach of any provision of this Agreement and which the Service Provider, or the individual undertaking such act or omission, knows or ought reasonably to know that such act or omission would result in such a breach of this Agreement.

Working Day means a day other than Saturday or Sunday or those days agreed between the Parties to be public holidays in respect of the Services provided to the UK Customer, US Customer and Bermuda Customer as per the holiday calendar set out in the Procedures Manual.

Working Hours means the usual hours in a Working Day as agreed between the Parties and set out in the Procedures Manual.

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EX-4.10

AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED OUTSOURCING AGREEMENT DATED MARCH 31, 2023

This First Amendment to the Amended and Restated Outsourcing Agreement (“Amendment”) is entered into effective 01 January, 2024 (the “First Amendment Effective Date”) by and among Aspen Insurance UK Services Limited, Aspen Insurance U.S. Services, Inc., and Aspen Bermuda Limited (“Customer”), and Genpact (UK) Limited (“Supplier”); each of Customer and Supplier are a “Party” and collectively, the “Parties”.

WHEREAS Customer and Supplier entered into the Amended and Restated Outsourcing Agreement dated as of 31 March, 2023 (including all exhibits, the “Agreement”);

WHEREAS, in connection with the Agreement, Customer and Supplier agreed to this Amendment and to make the changes noted below;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the sufficiency of which is hereby acknowledges, the Parties hereby agree as follows:

1.DEFINITIONS

Capitalized terms used but not defined in this Amendment shall have the meaning given them elsewhere in the Agreement.

2.EFFECTIVE DATE OF THE AMENDMENT

The amendments specified herein shall be effective from the First Amendment Effective Date and shall read as part and parcel of the Agreement.

3.AMENDMENT

1.1The following Schedules are deleted in its entirety and replaced as follows:

Annexure A Schedule 3 Service Levels

Annexure B Schedule 12 Governance and Service Management

Annexure C Schedule 18 Key Personnel

1.2Amended and Restated Outsourcing Agreement is hereby modified to delete the existing Clause 8.2 (Procedures Manual) and replace as mentioned below:

“8.2 Procedures Manual: The Service Provider shall develop, and subsequently maintain, a policy and procedures manual (the “Procedures Manual”) for the existing Scope of Services and shall submit the initial Procedures Manual to Customer by 28 February 2024 and shall provide updates annually thereafter. Customer shall review and either (i) provide its approval; or

(ii) request reasonable amendments to the Procedures Manual within the next thirty (30) days such that the Procedures Manual stands approved by quarter 1 of every year, failing which it shall be considered deemed approved. For any new services transitioned to Service Provider in future, the Service Provider shall develop any required updates to the Procedures Manual in respect of those new services and submit to Customer for approval. The Procedures Manual shall include, at a minimum:

8.2.1    how the Services are to be performed and delivered;

8.2.2    the Equipment and Software to be used;

8.2.3    the relevant Documentation including operations manuals and user guides;

8.2.4    the quality assurance procedures approved by the Customer;

8.2.5    the supervision, monitoring, staffing, reporting, planning and oversight activities to be undertaken by the Service Provider;

8.2.6    the Service Provider’s problem management escalation procedures;

8.2.7    other pertinent Service Provider standards and procedures; and

8.2.8    the Standards and Policies.”

1.3Schedule 10 Charging & Invoicing is hereby modified to include the following new clauses to the existing paragraph 7 (FTE Run Services Charges) as mentioned below:

“7.14 Laptop Charges: An additional USD six hundred ($600) per FTE per year is an estimated cost for laptop maintenance and in the spirit of partnership, the parties have agreed to equally share the cost over the Term. To clarify, Customer shall pay $300 per FTE per year as laptop charges for the entire duration of the Agreement, no indexation applies on the laptop charges and the charges are fixed for the duration of the Agreement. The components of this charge include laptop and its peripherals, Core load: 2021 IBEXR Microsoft Windows 10- based image, uninterrupted power supply, Genpact VPN and inbound traffic services and at home broadband subscription of the FTEs,

7.15    Dual Monitor Charges: An additional USD $62,674 one-time cost for dual monitors over the Term. To clarify, Customer shall pay for 442 dual monitor charges for the entire duration of the Agreement, no indexation applies on the dual monitor charges and the charges are fixed for the duration of the Agreement. The components of this charge include 160 monitors at Office and 282 with WFH users.

7.16    Productivity Waiver 2023- 2024: Customer agrees to waive off the productivity benefit for the Year 1 (i.e., from 31 March, 2023, through 30 March, 2024, for $155,693). However, in case, there are any projects that drives FTE benefit in Year 1, Parties will agree on the mutual productivity driven and the benefit to be mutually shared, outside of the committed contractual productivity benefit mentioned earlier.

7.17    New Grades & charges: As of 01 September 2023, it is agreed between the parties to add the below 2 grades for Underwriting and F&A Services:

UW - 5A to be billed at $45,473.05 per FTE per annum.

F&A - 6A to be billed at $ 62,102.78 per FTE per annum.

for the Term of the Agreement and these rates are subject to indexation (COLA).

7.18    In the event that technology items (such as laptops or monitors) are funded by the Customer, for use by Service Provider Personnel, it is the responsibility of the Service Provider operationally manage those assets on behalf of the Customer (at no additional cost). This would include keeping installed software updated, managing warranty faults, deployment / retrieval of devices (e.g. for Service Provider Personnel new to or leaving the Customer account), and return / disposal (as instructed by the Customer). For the avoidance of doubt, the Service Provider shall not be entitled to request additional equipment except in the event that the Parties have agreed an uplift in Baseline Volumes and such purchases have been formally approved in advance by the Customer.

7.19    The Parties note for the record and agree that this Charges Schedule establishes an agreed view on the various roles, and associated banding (rate) required for those roles (appropriate for the services being delivered by the Service Provider). From time to time the Parties may agree that a specific named resource be retained by the Service Provider at a banding above that actually required for that role. The specific details of any such agreement between the Parties will be agreed through a CORF, thereby allowing the Service Provider to invoice for that named resource at the agreed banding. For the avoidance of doubt, the Parties agree that any such agreement will cease on either expiry of the CORF or when the named resource moves out of that role on the Customer account, after which any replacement resource in that role would be charged at the contracted band.

1.4Notwithstanding anything contrary to the Agreement, Schedule 8 Transitions and Transformation is hereby modified to include the following new paragraph to the existing paragraph 3.3 Committed Transformation Plan as mentioned below:

a.Productivity commitment: The Customer has waived the requirement for Committed productivity savings until 31 March 2025. The Customer does however expect the Service Provider to continue to drive productivity savings during this period, which will be managed through the ongoing Transformation Governance.

Annual Committed productivity savings of 5% are required in each contract year as from 1 April 2025.

Such productivity benefit shall be applied on the billable FTE exit numbers as of 31 March 2025.

Therefore for clarity, starting 01 April 2025 for the upcoming 12 months, Parties will collaborate to drive initiatives to deliver the 5% productivity, keeping 31 March 2025 FTE as the baseline and to deliver the benefits by 31 March 2026 and year on year thereafter.

It is further agreed that all productivity savings should be applied to the respective service towers where the productivity benefit has been actually achieved.

b.Governance: A robust governance to manage, monitor and evaluate the projects pipeline and the monthly Planning, Programme and Transformation Meeting as described further in Schedule 12 (Governance and Service Management) shall be utilised to discuss the agreed set of priorities, business case and quantifiable outcomes.

c.Customer Dependency: It is recognized that Service Provider has a high reliance on its Customer partners to drive project closures and any delay to the same will affect Service Provider’s ability to achieve the targeted efficiencies. Both Parties will use the Planning, Programme and Transformation Meetings as a forum to discuss the potential implications of the delay and will work together to mitigate the same to the best extent possible.

d.Resource alignment: Both Parties will align subject matter experts as required and Service Provider to assign transformation resource on a need basis, depending on the level of engagement and transformation activity being undertaken. A detailed Transformation plan shall be submitted during the Planning, Programme and Transformation Meetings setting the expectations from the resources and their time commitment.

e.Change Control: Any changes to be governed by the Change Control Procedure of the Agreement.

4.OTHER TERMS

The Parties agree that this Amendment may be executed in one or more counterparts (including by exchange of scanned PDF of this Amendment as signed by each party), each of which will be deemed to be original and all of which will together constitute one single Agreement between the Parties.

Except to the extent otherwise expressly set forth in this Amendment, this Amendment is governed by the terms and condition of the Agreement. Any defined terms not otherwise defined herein shall have the meaning set forth in the Agreement. This Amendment may be modified or amended only by a writing signed by both Parties. The Parties hereto acknowledge having read this Amendment and agree to be bound by its terms.

IN WITNESS WHEROF, the parties have each caused this First Amendment to the Agreement to be signed and delivered by its duly authorized representatives, executed as of the Execution Date.

Genpact (UK) Limited

By: /s/ Lester D’Souza

Name: Lester D’Souza

Title: Director

Date: December 20, 2023

Aspen Insurance UK Services Limited

By: /s/ Rob Houghton

Name: Rob Houghton

Title: Group COO

Date: December 20, 2023

Enclosures:

Annexure A Schedule 3 Service Levels

Annexure B Schedule 12 Governance and Service Management

Annexure C Schedule 18 Key Personnel

EX-4.11

Confidential

DATED 24 DECEMBER 2020

(1)    ASPEN INSURANCE UK SERVICES LIMITED

- and -

(2)    ASPEN INSURANCE U.S. SERVICES INC.

- and -

(3)    ASPEN BERMUDA LIMITED

- and -

(4)    COGNIZANT WORLDWIDE LIMITED

OUTSOURCING AGREEMENT

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CONTENTS

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SCHEDULES

Schedule 1    Definitions

Schedule 2    Service Descriptions

Schedule 3    Service Levels and Service Credits

Schedule 4    Customer Dependencies

Schedule 5    Sub-Contractor List

Schedule 6    Standards and Policies

Schedule 7    Security - IT & Physical

Schedule 8    Not used

Schedule 9    Form of Local Agreement

Schedule 10    Pricebook, Charges and Invoicing

Schedule 11    Benchmarking

Schedule 12    Governance and Service Management

Schedule 13    Contract Change Control Procedure

Schedule 14    Service Integration

Schedule 15    Exit Plan and Service Transfer Arrangements

Schedule 16    Business Continuity and Disaster Recovery

Schedule 17    Human Resources Provisions

Schedule 18    Key Personnel

Schedule 19    COTS Vendor Usage Restrictions and Related Obligations

Schedule 20    SOW and Work Request Pro formas

Schedule 21    Data Transfer and Processing

Schedule 22    Locations and Site Licence

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THIS AGREEMENT is made on    24 December    2020

BETWEEN:

(1)    ASPEN INSURANCE UK SERVICES LIMITED a company incorporated in England with registered number 04270446, whose registered office is at 30 Fenchurch Street, London EC3M 3BD (the "UK Customer");

(2)    ASPEN INSURANCE U.S. SERVICES INC. a company incorporated in Delaware, United States, whose registered office is at 251 Little Falls Drive, Wilmington, DE 19808 (the "US Customer");

(3)    ASPEN BERMUDA LIMITED a company incorporated in Bermuda with company number 127314 and registration number 32866, whose registered office is at 141 Front Street, Hamilton, HM 19, Bermuda (the "Bermuda Customer"); and

(4)    COGNIZANT WORLDWIDE LIMITED a company incorporated in England with registered number 07195160, whose registered office is at 1 Kingdom Street, Paddington Central, London W2 6BD (the "Service Provider").

Together, the UK Customer, the US Customer and the Bermuda Customer are referred to in this Agreement in the singular form as the "Customer".

WHEREAS:

(A)    The Customer and the Service Provider entered into an Outsourcing Agreement dated 31 August 2018 ("Original Agreement") for the provision and management of the Customer's information technology services. The Parties wish to re-negotiate -and reset the terms of the Original Agreement, and this Agreement sets out the new terms that have been negotiated between the Parties.

(B)    The Service Provider is experienced in providing information technology services, including the provision of digital, technology and operations services and shall remain responsible for certain aspects of the provision and management of the Customer's information technology services functions.

(C)    The Customer now therefore wish.es to procure and the Service Provider wishes to provide the Services to the Customer, subject to and in accordance with the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

Part ADEFINITIONS AND INTERPRETATION

1.DEFINITIONS

1.1In this Agreement, unless the context otherwise requires, the capitalised terms used herein shall have the meanings set out in Schedule 1 (Definitions).

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2.INTERPRETATION

1.1In this Agreement a reference to:

1.1.1a "person" includes bodies corporate and unincorporated associations of people;

1.1.2a clause, Schedule, paragraph, section, Exhibit, Appendix or Annex are, except where otherwise stated, a reference to a clause, Schedule, paragraph, section, Exhibit, Appendix or Annex to this Agreement. The Schedules form part of this Agreement and shall be read as though they were set out in this Agreement;

1.1.3a word importing one gender shall (where appropriate) include any other gender and a word importing the singular shall (where appropriate) include the plural and vice versa;

1.1.4any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated or re-enacted from time to time and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted) from time to time;

1.1.5"including", "includes" and "in particular" are illustrative, none of them shall limit the sense of the words preceding it and each of them shall be deemed to incorporate the expression "without limitation". "Other" and "otherwise" are also illustrative and shall not limit the sense of the words preceding them;

1.1.6words denoting persons include bodies corporate and unincorporated associations and vice versa where the context requires. The words "subsidiary" and "holding company" shall have the meanings given to them in section 1159 and schedule 6 of the Companies Act 2006;

1.1.7the index and headings in this Agreement and any descriptive notes in brackets are for convenience only and shall not affect its interpretation; and

1.1.8in the case of any inconsistency between any provision of the Schedules to this Agreement and any term of this Agreement the latter shall prevail. In the case of any inconsistency between any provision of the Annexes or Appendices and any provision of the Schedules, the latter shall prevail.

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Part BTERM AND SERVICE PROVISION

3.TERM

1.1Notwithstanding the date of signature of this Agreement, the term of this Agreement shall begin on the Effective Date and shalt expire (unless terminated earlier or extended in accordance with the Agreement) at midnight on 31 December 2024 (such period being the "Initial Term"). The parties recognise that services similar (in part) to the Services have been provided under the Original Agreement prior to the Effective Date but for the purposes of this Agreement they agree that the provision of the Services subject to this Agreement's terms shall be deemed to commence on the Effective Date (the "First Service Commencement Date") (the date of any subsequent transfer or addition of a service being a "Subsequent Service Commencement Date" and together them all being a "Service Commencement Date").

1.2The Customer may, in its sole discretion, extend the Initial Term by a further period of two (2) years from the expiry of the Initial Term, by giving written notice to the Service Provider at least ninety (90) days prior to the expiry of the Initial Term or an extension period, as applicable.

1.3The Service Provider shall provide notice to the Customer of the expiry of the Initial Term and any extension period at least one hundred and eighty (180) days prior to the same.

1.4The Customer may require that local Agreements and/or Statements of Work are put in place between the Customer or its Affiliates and the Service Provider or, exceptionally, its Affiliates (it being agreed that wherever possible such arrangements shall be made with the Service Provider only) pursuant to which the provision of local delivery of certain of the Services may be managed or Change Project (under Statements of Work) provided. The Service Provider agrees that subject always to agreement on the appropriate invoicing and taxation arrangements it shall not unreasonably withhold its consent to the agreement of such Local Agreements and further agrees that any such Local Agreements shall (subject always to the liability provisions of clause 34) incorporate all of the terms of this Agreement save as specified and agreed by the executing parties in such Local Agreement and approved in writing by the relevant Customer(s) and the Service Provider.

1.5The Parties have agreed that:

1.1.1the UK Customer shall be entitled (acting as agent) to make decisions and provide instructions to the Service Provider and its Affiliates pursuant to this Agreement as "the Customer" for and on behalf of each of the US Customer and the Bermuda Customer and references to the Customer instructing the Service Provider or otherwise engaging with it in relation to the provision of instructions hereunder shall be understood to mean that, save with respect to SOWs entered into by the US Customer or the Bermuda Customer to which the UK Customer

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is not a party, the UK Customer can provide such instructions for and on behalf of the US Customer and the Bermuda Customer (and in the event of any conflict between any instructions received by the Service Provider from the UK Customer and either of the US Customer or the Bermuda Customer, the instructions of the UK Customer as agent will prevail);

1.1.2the UK Customer shall procure that the relevant Customer entity complies with the requirements of the relevant Customer Dependencies;

1.1.3notwithstanding clause 3.5.1, the UK Customer may appoint a local representative from each of the other Customers to give instructions to the Service Provider and its Affiliates working "on the ground" (a "Local Manager"), such appointment to be set out in writing between the Parties. In the event of any conflict between the Local Manager's instructions and any instruction from the UK Customer, the instruction of the UK Customer shall prevail;

1.1.4the UK Customer, the US Customer and the Bermuda Customer shall have joint and several liability under this Agreement and any SOW to which they are all parties;

1.1.5the US Customer and the Bermuda Customer each hereby formally appoints the UK Customer as its agent for service of legal proceedings and hereby authorises the UK Customer to execute SOWs, formal variations to this Agreement and Change Control Notes on its behalf;

1.1.6any SOW or Change Control Note to which all three of the UK Customer, the US Customer and the Bermuda Customer are party shall be executed by each such entity albeit that, pursuant to clause 3.5.3, the execution may be carried out by the UK Customer for and on behalf of the US Customer and the Bermuda Customer respectively;

1.1.7invoices for the Charges payable in respect of Services delivered to all of the UK Customer, the US Customer and the Bermuda Customer under this Agreement and SOWs entered into by all three Customer Parties shall be apportioned in accordance with the mechanisms set out in Schedule 10 (Pricebook, Charges and Invoicing);

1.1.8pursuant to clause 34.10, the UK Customer shall be the only Party entitled to bring a claim against the Service Provider in connection with this Agreement or any SOW to which (i) air three of the UK Customer, the US Customer and the Bermuda Customer are party; or (ii) the UK Customer and one of the US Customer and the Bermuda Customer are a party. Accordingly, where a loss is suffered by a Customer (the UK Customer, US Customer or Bermuda Customer) under this Agreement or a SOW to which all three of the UK Customer, US Customer and

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Bermuda Customer are parties then the UK Customer shall bring that claim (unless prohibited by law); and

1.1.9Where the UK Customer is not a party to any SOW and there is more than one other Customer entity contracting, then the Parties agree that:

1.1.1.1the SOW shall set out applicable terms for governance and management of the SOW in place of the terms of this clause 3.5 and appoint a managing agent;

1.1.1.2the relevant Customer contracting entities shall have joint and several liability under that SOW;

1.1.1.3appropriate mechanisms for invoicing in relation to each relevant Customer contracting entity shall be set out in the SOW; and

1.1.1.4the party nominated as the managing agent for the purposes of that SOW under 3.5.9.1 shall be the only party entitled to bring claims for losses suffered under that SOW (unless prohibited by law).

4.SERVICES

General

1.1The Service Provider shall provide the Services to the Customer and the Customer Group in accordance with the terms of the Agreement and also:

1.1.1in accordance with the requirements set out in the applicable Schedules save for immaterial or cosmetic deviations;

1.1.2with diligence, professionalism and in accordance with Good Industry Practice;

1.1.3with sufficient, suitably trained and qualified resources to provide the Services;

1.1.4in a cost-effective manner, but without prejudice to the level of quality and performance required;

1.1.5in accordance with the relevant time frames specified or if none are specified, within a reasonable time frame;

1.1.6in material compliance with the Customer Standards and Policies made available to it in writing from time to time (with changes to the versions listed in Schedule 6 notified by Customer to Service Provider and managed via the Contract Change Control Procedure);

1.1.7to meet or exceed any Service Levels; and

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1.1.8at Customer locations or from Service Provider Service Locations approved in writing by the Customer.

1.2The Service Provider shall adopt processes and related behaviour that shall:

1.1.1support closely the Customer's business model and business objectives;

1.1.2enable the Customer and its Service Provider to respond promptly and effectively to predictable and unpredictable change;

1.1.3promote rational, fact based problem solving;

1.1.4increase ease of communication and understanding;

1.1.5increase openness, reliability and consistency;

1.1.6facilitate the identification and deployment of creative solutions to optimise value; and

1.1.7reflect the partnership principles set out in the annex that will form part of the Schedule 12 (Governance and Service Management).

1.3The Customer considers "scope creep" to be a particular risk in any outsourcing project and considers that its suppliers, as experts in the field, should take responsibility for managing the downside risk of scope creep. Accordingly, if any services, functions or responsibilities are not specifically described in the Agreement or any are required for, incidental to or customarily included in, the performance and provision of the Services they shall be implied by -and automatically included within the applicable Schedule and the -agreed Charges, to the same extent and the same manner as if specifically described in the Agreement.

1.4The Services shall be deemed to include:

1.1.1any services, functions or responsibilities performed within the twelve (12) month period immediately preceding the Effective Date by the Customer's employees, agents and/or contractors whose functions were displaced as a result of this Agreement, even if the service function or responsibility is not specifically described in this Agreement unless such function or responsibility is specifically identified in this Agreement as either no longer being required or as being the responsibility of the Customer; and

1.1.2any services, functions and responsibilities reflected in those categories of the Customer's budget that the Service Provider is assuming pursuant to the Agreement unless the same are specifically identified in this Agreement as either no longer being required or as being the responsibility of the Customer,

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provided in each case such services, functions and responsibilities are (i) required for and (ii) incidental to, or customarily included in, the Services.

1.5The Service Provider shall increase or decrease the amount of the Services according to the agreed forecast (pursuant to Schedule 2, Annex 5, Section 4.10 in respect of Change Management Services and paragraph 18 of Schedule 10 in respect of the Run Services) demand for these Services, the Customer's other requirements and, in any event, the Customer reserves the right to add or remove Services. Such additions or removals shall be effected using the systems agreed in the applicable Service Description, Schedule 10 (Pricebook, Charges and Invoicing) or pursuant to the Contract Change Control Procedure.

1.6Except as otherwise expressly provided in this Agreement, the Service Provider shall be responsible for providing all the facilities, personnel and other resources necessary to provide the Services.

1.7Without prejudice to the obligations of the Customer in relation to the Annual Minimum Spend Commitment and the Total Minimum Spend Commitment set out in paragraph 6 of Schedule 10, the Customer reserves the right, in its sole discretion, to provide any or all of the Services itself or to contract with third party suppliers to perform all or any part of the Services at any time.

Suspension

1.8In respect of Change Management Services and related project work only, the Customer shall have the right to suspend the provision of Services at any time where either:

1.1.1the provision of Services is, in the Customer's reasonable opinion, having an adverse impact on the Customer's business or the experience of its customers or staff; or

1.1.2the Service Provider is in material breach of its obligations in respect of the Services that the Customer wishes to suspend.

1.9Not used.

1.10In relation to Change Management Services related project work, the suspension terms in this clause 4.10 and clause 4.11 shall apply. In the event of suspension pursuant to clause 4.8:

1.1.1the Service Provider shall immediately cease providing the affected Change Services;

1.1.2where suspension takes place pursuant to clause 4.8.1 (suspension because of adverse impact):

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1.1.1.1the Service Provider shall continue to charge for the project team at the applicable Rate Card day rate for a period of one (1) week; following which the Charges shall be reduced to fifty percent (50%) of the applicable Rate Card day rate for the personnel engaged on the project at the time; and

1.1.1.2Liquidated Damages and other remedies shall not apply during the period of delay caused by the suspension;

1.1.3where suspension takes place pursuant to clause 4.8.2 (suspension for material breach):

1.1.1.1save to the extent any ramp down benching or other costs are agreed in this Agreement or the applicable SOW, the Service Provider shall cease to have any entitlement to charge for the suspended Services during the period of suspension (but may charge for Services before and after the period of suspension and for any work that is not subject to the suspension); and

1.1.1.2the Service Provider shall engage in good faith discussions with the Customer in relation to potential resolutions of the breach giving rise to the suspension but, during the period of delay caused by the suspension the Customer agrees that the Service Provider shall be relieved from any duty to pay Liquidated Damages;

1.1.4an restarting the provision of any suspended Change Management Services related project work, the Parties shall agree revised Key Milestones (and any suspended Liquidated Damages shall apply to those revised Key Milestones) and project plans. In this regard the Parties agree that the default position will be that the Key Milestones and project plans will be moved by a period equal to the period of suspension (adjusted to reflect any additional or missed public holidays and/or amended Customer requirements/constraints) unless either Party can demonstrate that a different basis of adjustment should apply. For the avoidance of doubt, any Liquidated Damages and other contractual remedies shall apply to these new dates once agreed; and

1.1.5the period of suspension shall last no longer than three (3) months.

1.11The Customer shall have the right to require that any Services suspended pursuant to clause 4.8 restart at any time upon at least one (1) week's notice provided that if suspension occurs pursuant to clause 4.8.2 and the period of suspension continues for longer than two (2) months, at least two (2) weeks' notice shall be required.

1.12The Service Provider agrees that the Customer has the right to call off project work under Statements of Work incorporating the full terms of this Agreement

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and the particular arrangements for doing so are set out in paragraphs 4.4 and 4.5 of Annex 5 of Schedule 2 (Change Management Services).

5.DELAY

1.1If the Service Provider becomes aware that the provision of the Services or any other activity under this Agreement is being, or in its reasonable estimation is likely to be, delayed or interrupted (for whatever reason), such that it shall not meet any of its obligations under this Agreement, then the Service Provider shall, unless otherwise agreed by the Customer, give written notice immediately to the Customer of the relevant circumstances (the "Delay Notice"). The giving of such notice shall not prejudice the Customer's rights under this Agreement.

1.2The Delay Notice shall:

1.1.1identify the cause or causes of the delay or interruption;

1.1.2state whether, and to what extent, the delay or interruption is, or is expected to be, caused by a Force Majeure Event;

1.1.3provide details of the delay or interruption and its expected duration;

1.1.4identify clearly which Services, Milestones (if any), Performance Standards and/or other Agreement obligations are likely to be affected and, in the reasonable opinion of the Service Provider, the extent to which they are likely to be affected; and

1.1.5identify as far as possible the extent to which the Service Provider's fulfilment of the relevant obligations under this Agreement will be delayed, interrupted or otherwise affected.

1.3If the Service Provider fails to achieve a Milestone, at no additional charge to the Customer, and without prejudice to the Customer's other rights, the Service Provider shall (as the case maybe):

1.1.1continue to provide the Services so as to meet the Milestone as soon as possible after the Milestone Date; or

1.1.2re-perform the Services so as to meet the Milestone as soon as possible after the Milestone Date.

1.4If the delay or interruption continues for more than five (5) Business Days, the Service Provider shall provide the Customer periodically (and at least on a· weekly basis) with updated information in relation to the matters referred to in clause 5.2, notwithstanding any discussions or negotiations relating to the continued performance of this Agreement following a Force Majeure Event or the Customer exercising its other rights.

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6.ACCEPTANCE

1.1Where applicable, the Parties shall agree and set out Acceptance Criteria for each Acceptance Item and the rest of this clause 6 shall apply. If no such procedures or criteria are set out, the Services provided under the Agreement shall be deemed .accepted upon receipted delivery to the Customer and the remaining clauses of this clause 6 shall not apply, save that in the case of documentary Deliverables any failure to comply with a requirement that they be clearly and concisely set out with no material errors or omissions shall entitle the Customer to require that they be rectified and redelivered at no additional charge.

1.2The Service Provider must undertake its own internal testing of any Acceptance Item before submitting it to the Customer for acceptance testing.

1.3The Service Provider must provide the Customer with at least seven (7) Business Days' notice prior to submitting any item for acceptance testing.

1.4Unless otherwise agreed between the Parties, the Customer shall conduct the acceptance testing promptly after receiving the Acceptance Item and promptly notify the Service Provider whether it accepts, rejects or conditionally accepts the Acceptance Item. The Customer shall promptly issue an Acceptance Certificate if it accepts or conditionally accepts the Acceptance Item.

1.5The Service Provider shall provide all reasonable support to the Customer in relation to conducting the acceptance testing at no additional charge.

1.6If the Service Provider conducts the acceptance testing, the Customer shall be entitled to observe the acceptance testing and shall provide reasonable support to the Service Provider in relation to the conduct of the acceptance testing.

1.7If an Acceptance Item is rejected, the Customer shall provide reasons for such rejection, and the Service Provider, shall remedy the relevant defects at no additional charge and re-submit the Acceptance Item to the Customer as soon as reasonably practicable but in all cases within seven (7) Business Days or such longer period as may be reasonable in the circumstances and as such longer period is stipulated in the applicable Change Control Note.

1.8If an Acceptance Item is rejected a second time, without prejudice to any other rights the Customer may have, the Customer shall have the option to:

1.1.1require the Service Provider to rectify any defects and re-submit the Acceptance Item for acceptance;

1.1.2accept the Acceptance Item subject to an equitable reduction in fees (which shall be at least 10%) and, in this scenario, such Acceptance Item shall be treated as if it were fully accepted; or

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1.1.3immediately terminate the Service related to the Acceptance Item and any other affected Services for material breach and be refunded all Charges paid under this Agreement in connection with the same provided that all Acceptance Items related to such termination are returned to the Service Provider.

1.9In no circumstances (other than those referred to later in this clause) shall the Customer be deemed to have accepted an Acceptance Item, other than where it is unconditionally accepted and an Acceptance Certificate is issued. Notwithstanding the foregoing, the Customer agrees that if it puts an Acceptance Item into live, productive use without either the prior written consent of the Service Provider or having agreed as part of the original Acceptance Testing approach that the final test is live use or as part of any conditional acceptance that this would happen then it shall be deemed to have accepted the Acceptance Item.

1.10Notwithstanding clause 6.9, the Service Provider may issue an invoice for the relevant Milestone payment if the Customer has not confirmed acceptance or rejection within one month of the due date for acceptance of the Acceptance Item. For the avoidance of doubt, the lack of confirmation of acceptance shall not be ground for the Customer to claim that the invoice has been improperly rendered pursuant to paragraph 3.7 of Schedule 10 (Pricebook, Charging & Invoicing).

1.11If the Customer conditionally accepts an Acceptance Item, it shall notify the Service Provider of the conditions to which the acceptance is subject and the Acceptance Item shall not be fully accepted until such conditions have been met. The Charges related to the relevant Acceptance Item shall be subject to an equitable reduction (which shall be at least 10%), with the balance paid when the defects or backlog of issues have been completed.

7.NOT USED

8.GOVERNANCE, REPORTING AND PERFORMANCE

Governance

1.1The Service Provider shall comply with the Customer's governance requirements as set out in Schedule 12 (Governance and Service Management) at no additional charge.

Procedures Manual

1.2The Service Provider shall develop within 20 Business Days following the First Service Commencement Date and each subsequent Service Commencement Date and maintain (subject always to approval by the Customer) a policy and procedures manual (the "Procedures Manual") that describes, at a minimum:

1.1.1how the Services are to be performed and delivered;

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1.1.2the Equipment and Software to be used;

1.1.3the relevant Documentation including operations manuals and user guides;

1.1.4the quality assurance procedures approved by the Customer;

1.1.5the supervision, monitoring, staffing, reporting, planning and oversight activities to be undertaken by the Service Provider;

1.1.6the Service Provider's problem management escalation procedures;

1.1.7other pertinent Service Provider standards and procedures; and

1.1.8the Standards and Policies.

1.3The Service Provider shall update and maintain the Procedures Manual at least annually and the Customer and the Service Provider shall agree on any policies and procedures to be included within the same.

1.4Until the Procedures Manual is approved, the Service Provider shall perform the Services consistent with existing Customer Standards and Policies.

Escalation

1.5The Service Provider agrees that if an agreed trigger event occurs (it being agreed that this shall include if: (i) there are repeated delivery or service failures; (ii) there is a major one-off failure; (iii) and/or it fails to comply with its rectification obligations) then it will commit to executive escalation as follows:

1.1.1as a first level of executive escalation ("Executive Escalation (a)") the Service Provider has agreed that should Executive Escalation (a) be triggered then Service Provider's Executive Sponsor (named in the Agreement as a member of the Key Personnel) shall relocate to the Customer's offices for four (4) full Business Days per week to lead the Service Provider's team and to explain progress; and the Service Provider's UK CEO or his or her nominee who shall be a main board member of the Service Provider's UK entity shall telephone the Customer's CEO once each week to report progress. Without prejudice to its other rights and remedies the Customer may in its sole and absolute discretion elect to waive or defer Executive Escalation (a); and

1.1.2as a second level of executive escalation ("Executive Escalation (b)") the Service Provider has agreed that should Executive Escalation (a) not result in the successful resolution of the issue that gave rise to Executive Escalation (a) then the Service Provider's UK CEO or his or her nominee who shall be member of the leadership of the Service Provider's UK business (and not the person already identified as Executive Escalation (a)) shall relocate to the Customer's offices for three (3) full Business Days per week to lead the Service Provider's

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team and to explain and report progress. Without prejudice to its other rights and remedies the Customer may in its sole and absolute discretion elect to waive or defer Executive Escalation (b).

9.CHANGE CONTROL

1.1No variation of this Agreement shall be effective unless made in writing, signed by or on behalf of all of the Parties and expressed to be such a variation. Pursuant to clause 3.5, the Parties agree that the UK Customer may bind all of the UK Customer, US Customer and Bermuda Customer with respect to agreeing such variations.

1.2Day-to-day operational changes to the Services shall be effected through an operational change management process, which shall be agreed by the Parties before the first Service Commencement Date and incorporated into the Procedures Manual. Such changes shall not result in any alteration to the Charges.

1.3Additions of new Services, major alterations to the Services or other variations to this Agreement shall be effected through Schedule 13 (Contract Change Control Procedure).

Part CPERFORMANCE AND QUALITY

10.HOLDBACK, SERVICE LEVELS AND LIQUIDATED DAMAGES

1.1If the Service Provider fails to achieve a Key Milestone for any reason other than a Force Majeure Event or a failure by the Customer to meet a Customer Dependency, without prejudice to its other rights and remedies, the Customer may claim the Liquidated Damages associated with that Key Milestone (if any) to the extent agreed and set out in an applicable SOW), in which case:

1.1.1the Liquidated Damages amount shall be deducted from the next invoice or paid to the Customer if there are no further invoices due to be rendered under the Agreement within thirty (30) days from the date of the invoice issued by the Customer; and

1.1.2the Parties agree that the Liquidated Damages are a genuine pre-estimate of some of the loss the Customer is likely to suffer as a result of the Service Provider's failure to achieve a Milestone.

1.2The Parties acknowledge that, prior to the Service Commencement Date for a particular Service Tower, the mechanisms in Schedule 3 (Service Levels and Service Credits) and clause 32 (Step-In) are not applicable.

1.3Not used.

1.4Holdback

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1.1.1The Parties agree that with respect to Change Projects, a holdback mechanism may apply which allows interim time and materials or fixed price invoicing but with a proportion of each interim invoice being held back for release on successful conclusion of the project ("Holdback") and, if agreed to be applicable, shall be documented in the relevant SOW. The Service Provider shall not unreasonably withhold its agreement to include such a Holdback.

1.5The Service Provider acknowledges that any failure to provide a Service to a Performance Standard may have a material adverse impact on the business and operations of the Customer and that, accordingly, it shall:

1.1.1at all times achieve or exceed the Performance Standards in respect of the Services; and

1.1.2perform the Services With at least the same level of performance (including in respect of accuracy, quality, timeliness, responsiveness and efficiency) as was provided by or for the Customer prior to the Effective Date (unless expressly agreed to the contrary in the Agreement) or, if higher, in accordance with Good Industry Practice.

1.6Each Party acknowledges and agrees that any Service Credits that may become payable are an adjustment to the Charges and that the payment and receipt of Service Credits and/or Liquidated Damages is without prejudice to any other right or remedy available to the Customer as a result of the Service Provider's failure to meet the relevant Service Levels or achieve the relevant Milestone (as applicable).

1.7In addition to Service Levels, the Service Provider shall measure other key indicators of performance of the Services (including by carrying out a customer satisfaction survey) and shall provide such measurements to the Customer in order for the Customer to fully understand the levels of performance of the Service being provided by the Service Provider.

1.8At the Customer's election, Service Levels may be added, deleted or revised due to change in the Customer's business requirements once suitable agreement on the impact of such changes on the Service and the Service Credits has been reached through the Contract Change Control Procedure.

11.SERVICE IMPROVEMENT AND ADVANCES IN TECHNOLOGY

1.1Other than the Standards and Policies, the Service Provider shall keep the systems, methodologies and processes used and owned or licenced by the Service Provider in performing the Services current and the Customer shall receive the benefits of upgrades in the same through increases in efficiency and productivity.

1.2The Service Provider shall cause the delivery of the Services, as approved by the Customer, to evolve and be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with advances in the

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methods of delivering services, where such advances are at the time pertinent and in general use. Accordingly, the Service Provider shall proactively seek out new technologies by surveying the market and the technology landscape more generally to identify advances or changes in technology that are appropriate and beneficial to the Customer.

12.REFERENCE

1.1The Service Provider shall use the Customer as a referee in relation to at least two (2) bids each year. Such bids shall be for services broadly similar to the Services for clients of a similar size to the Customer. Failure to do this shall, without limitation, require the Service Provider's UK and Ireland CEO to provide detailed reasons for such failure ta the Customer's CIO.

Part DOPERATION OF THE SERVICES

13.ASSETS

Equipment

1.1In the event the Customer deems it necessary to require the Service Provider to use equipment owned or operated by the Customer ("Customer Equipment"), the Service Provider shall be responsible for transfer of the Customer equipment to the Service Provider's sites/environments. As at the Effective Date, the Parties do not envisage any Customer Equipment being installed on the Service Provider's sites/environments.

1.2The Customer makes no warranties with regard to the Customer Equipment (if any).

1.3The Service Provider shall be fully responsible for monitoring the operation of -and maintenance of the Customer Equipment (if-any) and shall promptly notify the Customer of any issues with the same that may impact the provision of the Services or achievement of the Service Levels.

1.4The Service Provider may, where directed to do so by the Customer, acquire future equipment ("Future Equipment"), including modifications, upgrades, enhancements, additions and replacements of the Customer Equipment, as necessary or appropriate to provide the Services. Such Future Equipment shall be acquired in the name of the Customer and title shall vest in the Customer and, unless agreed to the contrary pursuant to the Contract Change Control Procedure, the Customer shall pay the vendor directly for such Future Equipment.

1.5The Customer shall have the right to approve any software or Service Provider Tools used by the Service Provider in relation to the Services and installed on Customer Systems prior to the Service Provider's use of the same in order to provide the Services, such approval shall not be unreasonably withheld or delayed. The Service Provider shall be responsible for:

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1.1.1in consideration of the Run Charges, installing, operating and maintaining the Service Provider Software and Service Provider Tools;

1.1.2in consideration of the Run Charges, managing and using any other Software, Systems or Materials (including the Customer Software, Customer Systems and Customer Materials) required to provide the Services; and

1.1.3in consideration of any agreed Change Management Charges, modifying such other Software, Systems or Materials (including the Customer Software, Customer Systems and Customer Materials) where the same is agreed as part of the relevant Change Management Services.

Risk of Loss

1.6Each Party shall be responsible for risk of loss of, and damage to, Equipment, Software or other Material in its possession or under its control, provided that the Service Provider will notify the Customer prior to installing any single piece of Equipment worth more than £50,000 at a Customer Location.

1.7The Service Provider shall be responsible for the risk of loss of, and damage to, any property, systems or material used by it to provide the Services, except to the extent that any loss of, or damage to, any such property, systems or materials is caused by an intentional wrongful act or omission of the Customer or Customer Personnel.

14.CO-OPERATION AND THIRD PARTY CONTRACTS

1.1The Service Provider acknowledges that it will be delivering the Services to the Customer in a multi-vendor environment. Accordingly, the Service Provider shall co-operate in good faith with the Customer, to the extent relevant to obtain the benefit of the Services, and with the Customer's other suppliers to facilitate the integrated and efficient carrying out of the Customer's operations and the provision of the Services. Such co-operation shall include providing advice, assistance, data and information as reasonably required by the Customer and (subject to reasonable confidentiality provisions being in place) its suppliers.

1.2Where applicable to its service model, the Service Provider will agree to specific operation level agreements with those third party suppliers of the Customer identified by the Parties from time to time and, without prejudice to the generality of clause 14.1, the Service Provider shall comply with such co-operation obligations.

1.3Notwithstanding Schedule 14 Appendix A, the Parties will identify any third party contracts under which a Third Party Provider furnishes or provides services to the Customer that are associated with the Services and which are required to be maintained in the name of the Customer (or its Affiliates) and managed by the Service Provider ("Managed Agreements"). Any such

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contracts not already included in Schedule 14, Appendix 14-A will be added to it by written agreement of the Parties.

1.4Without prejudice to the generality of its obligations under clauses 14.1 and 14.2, the Service Provider agrees that in relation to any such Managed Agreements, it will monitor the performance of each applicable Third Party Service Provider and take steps to address with each Third Party Service Provider any issues arising with its performance and shall promptly escalate any concerns it may have with respect to such performance to the Customer.

1.5The Service Provider shall ensure that reasonable knowledge transfer takes place between it and the applicable Third Party Service Providers including in relation to:

1.1.1difficulties and issues such Third Party Service Providers may encounter in delivering their services in the context of the Service Provider's provision of the Services;

1.1.2information regarding the operating environment, system constraints and other operating parameters applicable to the provision of the Services by the Service Provider as a supplier with reasonable technical skills and expertise would find reasonably necessary in order to perform its work; and

1.1.3such information as is necessary to assist each such Third Party Service Provider to ensure that the results of its services have the ability to interoperate with the Services.

1.6The Parties acknowledge that from time to time the Service Provider may need to appoint third parties as its subcontractors in order to enable it to perform aspects of the Services. The Service Provider agrees that the Customer shall have the right to nominate certain Third Party Suppliers to be. its subcontractors in relation to such Services. Where requested to do so by the Customer, the Service Provider shall either manage such contracts on the Customer's behalf or shall then enter into direct contracts with such Third Party Suppliers provided, in such latter case, that: (i) the Service Provider is able to reach a commercial agreement in relation to the same; and (ii) the relevant Third Party Supplier passes the Service Provider's ethics, security and compliance checks. Where requested to enter into a direct subcontract with a third party pursuant to this clause, the Service Provider shall negotiate in good faith and use its reasonable commercial endeavours to reach agreement and the Customer agrees to provide reasonable support to assist with such discussions (if requested to do so). Third Party Suppliers who enter into direct agreements with the Service Provider shall thereafter be treated as a subcontractor of the Service Provider for the purposes of clause 17 below.

15.PERSONNEL

Staff Transfer

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1.1The Parties shall comply with the terms of Schedule 17 (Human Resources Provisions).

General

1.2The personnel assigned ta the Customer account by the Service Provider (or its Subcontractors) will be and remain employees of the Service Provider (or such Sub-contractors) ("Service Provider Personnel") and the Service Provider (or such Sub-contractors) shall. be liable for all taxes, national insurance and other costs, compensation and benefits of such personnel, including salary, health, accident and workers' compensation benefits, pensions and contributions that an employer is required to pay with respect to the employment of employees related to the Service Provider Personnel ("Employment Costs").

1.3If the actions or inactions of Service Provider Personnel creates:

1.1.1additional work in connection with the performance of the Services by the Service Provider that would have otherwise been unnecessary in the absence of such action or inaction; or

1.1.2additional work for the Customer to enable it to obtain the full benefit of the Services,

the Service Provider shall perform all such additional work at no additional charge to the Customer.

1.4The Customer shall have the right to require the removal of any member of the Service Provider Personnel assigned to perform under this Agreement where such Service Provider Personnel's performance and competence, responsiveness, capabilities, cooperativeness, ability to work within the Customer's culture, or fitness for a particular task of any person assigned by the Service Provider to perform Services, is insufficient to perform the Services in a manner acceptable to the Customer. In these circumstances, the Customer shall provide to the Service Provider written reasons for the request for removal·. Without prejudice to the foregoing, the Service Provider shall furnish a qualified replacement as soon as reasonably practicable but in all cases, within twenty (20) days of the removal.

Key Personnel

1.5The Customer shall have the right to designate certain employees of the Service Provider or its Sub-contractors as key employees (the "Key Personnel"), provided that the Service Provider may reasonably refuse such designation. The Parties shall agree a maximum number of Key Personnel across each Service Tower during Transition and following the applicable Service Commencement Date. The Key Personnel shall devote sufficient effort to perform their role in the delivery of the applicable Services. The Key Personnel will be listed in Schedule 18 (Key Personnel) to this Agreement.

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1.6During their Duration of Commitment, the Service Provider shall only remove or change the Key Personnel with the written consent of the Customer except where the removal or change results from resignation, death, disability, or termination of employment of the Key Personnel in question in which case the Service Provider must promptly notify the Customer of such removal and the proposed replacement. The Service Provider may review its team after the expiry of the initial Duration of Commitment set out in Schedule 18 (Key Personnel) and thereafter every twelve (12) months and advise which Key Personnel are to be changed in accordance with this clause 15.6 and clause 15.7 and any such changes will be made on at least six (6) months' notice.

1.7The Service Provider may only assign or replace any Key Personnel with the Customer's prior written consent (which in the circumstances set out above shall be deemed to have been given) and only after the Service Provider has provided the Customer with the relevant curriculum vitae of the relevant Key Personnel and with a reasonable opportunity to interview such Key Personnel. At no additional cost to the Customer, the Service Provider will provide for an appropriate transition (including overlap) period for the new individual so that there is no disruption to the performance of the Service Provider's obligations or the Customer's receipt of the Services under this Agreement.

Non-Solicitation

1.8Save for any exceptions agreed, and subject to the parties respective obligations set out, in Schedule 17 (Human Resources Provisions), each Party agrees that during the period between 27 July 2020 and the earlier of: (i) the date falling six (6) months after the expiry or termination of this Agreement, or (ii) the date falling six (6) months after the date the relevant individual has left his or her employment, it will not and will procure that its Affiliates will not directly or indirectly, either on its own account or in conjunction with or on behalf of any other person, employ, hire, solicit or endeavour to entice away from the other Party (or its Affiliates) any person who, at any point since 31 August 2018:

1.1.1in the case of the Customer, has been an officer, manager, employee, agent or consultant of the Customer or its Affiliates; or

1.1.2in the case of the Service Provider, has been engaged in the provision of the Services to the Customer under this Agreement.

16.SERVICE LOCATIONS

1.1When working at any Customer facilities, Service Provider Personnel shall comply with the requirements of Schedule 22 (Locations and Site Licence) and all applicable Standards and Policies, including the Customer's standard workplace security, administrative, safety and other policies and procedures applicable to the Customer's own employees or contractors ("Customer Location Policies") and the Customer IT and security policies as set out in Schedule 7 (Security - IT and Physical).

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1.2The Customer shall notify the Service Provider of any subsequent modifications or amendments to the Customer Location Policies. Any such changes to the Customer Location Policies which impose materially increased obligations or costs on the Service Provider, shall be agreed through the Contract Change Control Procedure.

17.SUBCONTRACTORS

1.1The Service Provider shall not delegate or subcontract any of its obligations under this Agreement without the prior written consent of the Customer and shall ensure that all Sub contractors comply with obligations akin to those set out in Schedules 17 (Human Resources Provisions), 5 (Sub-Contractor List and Service Provider Tools), 7 (Security - IT and Physical), and 21 (Data Transfer and Processing).

1.2The Customer acknowledges and agrees that the consent required pursuant to clause .17.1 has been granted in respect of those Approved Sub-contractors identified in Schedule 5 (Sub contractor List) and any Sub-contractor it formally requires the Service Provider to use in connection with the provision of the Services pursuant to clause 14.6.

1.3The Customer may revoke its approval of a Sub-contractor if it has good faith doubts about the Sub-contractor's ability to perform the sub-contracted Services.

1.4The Service Provider shall on request advise the Customer of the impact of any revocation action pursuant to clause 17.3 by the Customer including any impact on the timetable and the Charges.

1.5If the Customer wishes to proceed with the revocation action pursuant to clause 17.3 then any changes shall be agreed through the Contract Change Control Procedure.

1.6The Parties agree that there will be no impact on the Charges if the Customer revokes its approval of a Sub-contractor as a result of any fraud, fraudulent misrepresentation, Wilful Default or Wilful Abandonment or any other criminal act by a Sub-contractor or its employees.

1.7If the Customer consents to the Service Provider's proposed use of a Sub-contractor to perform the Services (or part thereof) the Service Provider shall remain fully responsible and liable for the acts and omissions of the Sub-contractors to the same extent as if such acts and omissions were those of the Service Provider.

1.8Subject to ensuring that all Service Provider Applicable Regulations and the Customer Applicable Regulations that it has been made aware of pursuant to clause 20.1 in relation to the same are complied with (provided always that compliance with Customer Applicable Regulations shall be deemed where the Service Provider complies with and has taken the steps agreed between the parties pursuant to clause 20.1), the Service Provider may engage any of its

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Affiliates to provide Services and Deliverables to the Customer and the Customer Group under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Service Provider will remain fully liable for Services and Deliverables provided under this Agreement by its Affiliates.

18.DATA AND SECURITY REQUIREMENTS

1.1The Service Provider shall comply with the current Standards and Policies relating to IT and security and the requirements of Schedule 7 (Security- IT and Physical) at no additional cost to the Customer. If the Standards and Policies change these will be notified to the Service Provider by the Customer in accordance with clause 4.1.6 and the Service Provider will review such changes, and notify the Customer of any implications of such changes. Any such changes to this Agreement or the Services required as a direct result of the changes to the Standards and Policies and/or the requirements of Schedule 7 (Security- IT and Physical) will be agreed through the Contract Change Control Procedure save that the Charges shall only be increased where the changes materially increase obligations or costs on the Service Provider.

1.2The Service Provider shall provide ongoing training for all the Service Provider Personnel employed or engaged in the provision of the Services in compliance with the Standards and Policies.

1.3Without limiting clause 18.1, the Service Provider shall comply and shall ensure that all Sub contractors comply with vetting procedures and policies in respect of all Service Provider Personnel that comply with Good Industry Practice.

1.4The Service Provider shall ensure that principles aligned to ISO 27001 and ISO 9001 are reflected in its performance of the Services.

1.5The Customer shall retain exclusive rights and ownership of all of Customer Data and the Customer Data shall not be:

1.1.1used by the Service Provider for any purpose other than as required under the Agreement in connection with providing the Services;

1.1.2disclosed, sold, assigned, leased or otherwise provided to third parties by the Service Provider; or

1.1.3commercially exploited or otherwise used by or on behalf of the Service Provider, its affiliates, officers, directors, employees, or agents, other than in accordance with the Agreement.

1.6Upon request by the Customer and at its election and at no additional charge, the Service Provider shall promptly return to the Customer the Customer Data in the format and on the media as reasonably requested by the Customer, or erase or destroy Customer Data in the Service Provider's possession, power or control (except that the Service Provide may retain one copy for legal

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records) and, if requested by the Customer to do so, shall provide the Customer with confirmation in writing signed by a corporate officer of the Service Provider.

1.7The Service Provider shall protect the Customer's data in its possession, power or control so as to not lose, damage, destroy or corrupt the Customer Data.

1.8Pursuant to the requirements of Schedule 7 (Security- IT and Physical) and the obligations in relation to the provision of the Security Services set out in Annex 2 of Schedule 2 (Service Descriptions), the Service Provider shall establish and maintain all appropriate technical and organisational controls to safeguard against the destruction, loss or alteration of Customer Data and that are no less rigorous than those maintained by the Service Provider for the Service Provider's own information of a similar nature or that otherwise comply with Good Industry Practice.

1.9Service Provider Personnel must not attempt to access, or allow access to, Customer Data to which they are not entitled or that is not required for the performance of the Services by Service Provider Personnel.

1.10The Service Provider acknowledges its obligations with respect to data security set out in this clause 18.8 and 18.9 apply to the same extent to any of the Customer's Confidential Information that is received by the Service Provider. Similarly, the Customer shall ensure that any Service Provider Confidential Information is kept securely in a manner consistent with the data security requirements imposed on the Service Provider under clauses 18.8 and 18.9.

1.11The Service Provider acknowledges that the Customer is subject to the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500) ("NYDFS") and that the Service Provider's compliance with clauses 18.8 and 18.9 in relation to Customer Confidential Information is required for the Customer to comply with NYDFS. The Service Provider will also reasonably assist the Customer to comply with any additional requirements of NYDFS (at the Customer's cost) provided that the parties agree in writing the scope of any such additional requirements via the Contract Change Control Procedure.

19.BUSINESS CONTINUITY AND DISASTER RECOVERY

1.1Without prejudice to any Services relating to disaster recovery or business continuity the Parties may agree, the Service Provider shall manage and maintain internal disaster recovery and business continuity policies and procedures consistent with Good Industry Practice and the requirements of Schedule 16 (Business Continuity and Disaster Recovery Plan) throughout the Term at no additional cost to the Customer.

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20.REGULATORY MATTERS AND AUDIT RIGHTS

General

1.1The Service Provider shall comply with all Service Provider Applicable Regulations. Without prejudice to the generality of the foregoing, the Customer may notify the Service Provider of (i) any Customer Applicable Regulations it specifically requires the Service Provider to comply with (including any requirements set out in the Standards and Policies to either comply with Customer Applicable Regulations referenced there or to ensure compliance with Customer Applicable Regulations by following certain policies or procedures) and/or (ii) if it requires compliance with what would otherwise be a Service Provider Applicable Regulation in a Customer specific way (such specific compliance becoming compliance with a Customer Applicable Regulation for the purposes of this Agreement and the definition of Service Provider Applicable Regulation). Once any such Customer Applicable Regulations are identified, the Parties will agree how they are to be complied with. For the avoidance of doubt, such notifications may relate to compliance with Customer Applicable Regulations in any jurisdictions worldwide in which the Customer or its Affiliates operate or do business from time to time. The Service Provider shall make any modifications to the Services as reasonably necessary as a result of changes to Service Provider Applicable Regulations at no extra cost to the Customer. Where the relevant modification is required to address a change in Customer Applicable Regulations the effect on cost and delivery shall be assessed and agreed via the Contract Change Control Procedure.

1.2The Service Provider recognises that the Customer and its Affiliates are subject to regulation by (or has regulatory responsibilities in respect of) the regulatory authorities in the jurisdictions in which it operates and that, in particular, the Customer has regulatory responsibilities in respect of:

1.1.1the Financial Conduct Authority and the Prudential Regulation Authority;

1.1.2the Bermuda Monetary Authority;

1.1.3the North Dakota Department of Insurance and the Texas Department of Insurance;

1.1.4the Jersey Financial Services Commission;

1.1.5the Central Bank of Ireland;

1.1.6the successor organisations/regulators of each entity listed in clauses 20.2.1 to 20.2.5 from time to time; and

1.1.7various other relevant governmental agencies or bodies around the world.

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1.3Subject to clause 26 (Confidential Information) and the applicable terms in clauses 20.5 and 20.6 (External Audits), the Service Provider shall provide such cooperation with all applicable regulatory authorities as may reasonably be requested by the Customer or otherwise required by such authorities and in any event shall cooperate with both the Customer and any regulatory authorities in responding to any enquiries made by such authorities. Such cooperation shall be provided at the Customer's reasonable cost. The Service Provider's obligations under this clause 20.3 shall include:

1.1.1providing, on request, such .assistance as the Customer may reasonably require to prove its compliance with its regulatory requirements in the context of the Services;

1.1.2providing to the Customer such information and/or documentation as a regulatory authority may request in its supervision of the performance of the Services and it consents to such information and documentation being passed on to the relevant regulatory authority (subject to the controls in clause 26.3); and

1.1.3in addition to the Customer's own audit rights hereunder, permitting a regulator to carry out audits of the Service Provider where such regulator requires the right to do so.

External Audits

1.4The Customer (or its nominee) shall be entitled to audit the Service Provider's conformance with its obligations under the Agreement (including to verify the Charges) and the relevant Service Provider's facilities in each case in respect of:

1.1.1each Service Tower; and

1.1.2the Services provided to each of the UK Customer, the US Customer and the Bermuda Customer,

during business hours up to a maximum of three (3) times per year in aggregate for all audits under 20.4.1 and 20.4.2 (at no charge) on reasonable written notice (which shall, other than in the case of an emergency or regulatory audit, be no less than one (1) month), provided that the audit is carried out subject to clauses 20.5, 20.6 and 20.11; the auditor is not a direct competitor of the Service Provider; and the auditor enters into a confidentiality agreement with the Customer on terms no less onerous than those set out in clause 26 (Confidential Information). For the avoidance of doubt, the audit departments of the "Big 4" accountancy firms are not direct competitors of the Service Provider, provided that they sign a confidentiality agreement with the Service Provider, including the obligation to put in place appropriate ethical walls between their audit departments and those parts of their business which provide business and technology consulting and services, to ensure that all information obtained by their audit department is not disclosed to parts of their business which may compete with the Service Provider.

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1.5The Service Provider shall provide all reasonable co-operation with any audits conducted pursuant to clause 20.4 and the Customer shall use its reasonable endeavours to seek to:

1.1.1minimise any disruption to the Services; and

1.1.2consolidate such audits for each Service Tower and key Customer Location, where possible.

1.6In conducting an audit, the Customer (or its nominee) shall comply with the Service Provider's reasonable security and confidentiality procedures and shall not be permitted to have unsupervised access to the Service Provider's shared facilities and systems. The Service Provider shall be entitled to reasonable relief if there is any disruption to the Services as a direct result of the Customer carrying out an audit.

1.7Subject to the restrictions in clauses 20.4 20.5 and 20.6 (other than in relation to the frequency of audits), the Customer (or its nominee) shall be entitled to undertake no more than two (2) further audits in that same year across the Agreement as a whole and/or in respect of each Service Tower, (with the Service Provider providing all reasonable co-operation) at its own cost (at the Service Provider's relevant day rate.), unless such audits reveal fraud or a breach of the Agreement (including all instances of overcharging), in which case the cost of the audit shall be borne by the Service Provider.

1.8If, as a result of an audit, it is determined that the Service Provider has overcharged the Customer, the Customer shall notify the Service Provider of the amount of such overcharge and the Service Provider shall promptly pay to the Customer the amount of the overcharge, plus interest at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time calculated from the date of receipt by the Service Provider of the overcharged amount until the date of payment to the Customer.

1.9In the event any such audit by the Customer or its agents reveals an overcharge to the Customer by the Service Provider of five percent (5%) or more of a particular fee category, the Service Provider shall reimburse the Customer for the cost of such audit in addition to the repayment of the sum plus interest at the rate set out above.

1.10The Service Provider agrees that the restrictions on the number of audits and the notice period for such audits set out in clause 20.4 will not apply to audits required for legal or regulatory reasons. Such audits shall be conducted at the Customer's cost where the number set out in clause 20.4 has been exceeded.

1.11If any audit by an auditor designated by the Customer or a regulatory authority having jurisdiction over the Customer results in the Customer being notified that it is not in compliance with any generally accepted accounting principle or audit requirement relating to the Services, then provided that the non-compliance resulted from the Service Provider's default, the Service Provider shall, at its own expense and within the period of time specified by such

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auditor or regulatory authority, bring the Services into compliance. If the Service Provider fails to bring the Services into compliance within a reasonable time the Customer shall be entitled to terminate this Agreement on the grounds of the Service Provider's irremediable material breach of contract on the provision of written notice.

1.12The Service Provider shall maintain and retain in a manner that complies with Good Industry Practice accurate records (including complete financial records of its operations and activities specifically related to the Services) in relation to the provision of the Services provided to the Customer during the Term for seven (7) years after the termination or expiry of the Agreement and: make the same available to the Customer and its auditors.

1.13The Service Provider shall provide all reasonable assistance and information in relation to the conduct of the audit at its own cost. For the avoidance of doubt such information shall not include the provision of any background cost or overhead information or any of the Service Provider internal reports relating to the Services (although the Service Provider snail act reasonably in this regard).

Internal Audit

1.14The Service Provider shall establish and maintain a system of internal audits to provide management with assurance that a quality assurance system is being utilised, is effective, meets customer and business needs and continues to improve ("Internal Audits").

1.15The Service Provider shall maintain internal controls lists in a manner consistent with Good Industry Practice and provide confirmation of the same at least once per year.

1.16Where specifically requested by the Customer, the Service Provider shall also provide a copy (if any are produced) of its:

(a)    internal independent audit reports concerning International Standard on Assurance Engagements No. 3402 (ISAE 3402) Assurance Reports on Controls at a Service Organisation;

(b)    Statement on Standards for Attestation Engagements No. 18 (SSAE 18); and/or

(c)    SOC 1 Type 2 Report prepared in accordance with AT-C320 issued by the AICPA, to the Customer Within a reasonable time after any such reports are completed (provided the Service Provider is not required to provide copies of which reports which cover or refer to other clients of the Service Provider) and shall make alt documents regarding such audits available to any applicable Regulator. The Customer acknowledges that for any of the audit reports specified in (a) to (c) above to be able to demonstrate appropriate control operating effectiveness in accordance to these audits' requirements, processes

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have to be in steady stable state for over eight (8) months. Accordingly, the Customer agrees that it shall not make a request pursuant to this clause 20.16 until a at least one (1) year after the relevant Service Commencement Date in respect of the relevant Services for each Service Tower.

1.17Should any Internal Audit identify an overcharge, the provisions of clauses 20.8 and 20.9 shall apply.

21.CUSTOMER DEPENDENCIES

1.1The Service Provider's sole and exclusive remedy for the Customer failing to meet any of its Customer Dependencies is set out in this clause 21 and the Service Provider shall not be entitled to sue the Customer for breach of contract or terminate the Agreement due to a failure of the Customer to meet the Customer Dependencies.

1.2The Service Provider shall be excused from failures to perform its obligations under this Agreement if the Customer delays or fails to provide the Customer Dependencies but only:

1.1.1to the extent that such failure causes Service Provider's failure to perform;

1.1.2provided that such acts or omissions are not undertaken by the Customer at the Service Provider's direction or with the Service Provider's written consent;

1.1.3provided that the Service Provider gives the Customer prompt written notice of the Customer's failure to perform the Customer Dependencies; and

1.1.4provided the Service Provider uses Commercially Reasonable Efforts to mitigate the adverse consequences of the Customer's failure and continues to provide the Services.

1.3Provided the Service Provider has complied with the obligations set out in clause 21.2 and has obtained the Customer's prior written approval, the Service Provider will be entitled to receive a reasonable adjustment in the timeframes set out in the schedule to deliver and reimbursement of its reasonable, demonstrable, unavoidable costs incurred directly as a result of the Customer's failure to perform the relevant Customer Dependency (with such costs being calculated by reference to the time spent and the Rate Card).

1.4The Service Provider shall only be entitled to relief under this clause 21 from the date on which it notifies the Customer in accordance with clause 21.2.3.

Part EPAYMENT

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22.CHARGES

1.1The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services.

1.2In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer.

1.3In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice.

1.4In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time.

1.5Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement.

1.6The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time.

1.7The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement.

1.8The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement.

1.9The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider.

1.10If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall

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diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution).

1.11The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

23.TAX

1.1All prices are exclusive of value added tax or any other locally applicable equivalent sales taxes ("VAT"), which is payable at the rate and as prescribed by law.

1.2Unless otherwise agreed between the Parties, the Service Provider will be responsible for all other taxes which are incurred as a result of its provision of the Services under this Agreement.

1.3The Customer shall be entitled to deduct the sums required to pay any withholding taxes, demanded by any taxation authority, from payment to the Service Provider. Upon becoming aware that it must make a tax deduction, the Customer must notify the Service Provider accordingly.

1.4If the Customer does deduct any amounts pursuant to clause 23.3, it shall pay such sums to the relevant taxation authority within the period for payment permitted by law, and furnish the Service Provider with evidence of payment of the relevant amount from the relevant tax authority. The Customer shall upon request reasonably assist the Service Provider with obtaining relevant basic information about such tax obligations and shall use reasonable efforts to assist the Service Provider with reclaiming such withholding tax, where any double tax treaties or similar rules in the jurisdiction allow for tax reclaims to reduce the Service Provider's tax burden, or with claiming a foreign tax credit.

1.5If VAT or other taxes are payable on damages payable or paid under this Agreement, then the Party liable for payment of such damages must pay any such VAT or other taxes in addition to the relevant amount of damages upon production of a valid VAT or other appropriate tax invoice by the other Party.

24.VALUE FOR MONEY/BENCHMARKING

1.1The Service Provider agrees that:

1.1.1the Charges applicable to the Services it provides under this Agreement shall be competitive and offer value for money to the Customer; and

1.1.2the Performance Standards applicable to the Services shall accord with Good Industry Practice,

and, in order to demonstrate this to the Customer, the Service Provider agrees to comply with the terms of this clause 24 and Schedule 11 (Benchmarking).

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Part FINTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION

25.INTELLECTUAL PROPERTY RIGHTS

General

1.1Each Party shall retain its rights in its own Pre-existing IPR and the Service Provider shall retain its rights in the Service Provider IPR. Except as provided in this clause 25 (Intellectual Property Rights), neither Party shall gain by virtue of the Agreement any rights of ownership in any IPR owned by the other Party or any third party.

1.2The Service Provider shall procure that all Service Provider Personnel waive all Moral Rights in any Service Provider IPR (excluding any Third Party Materials) provided to, or used by, the Customer in connection with the Agreement.

1.3Developed IPR shall be solely owned by the Customer and shall vest in the Customer on creation provided always that such Developed IPR in any Deliverable which is rejected under clause 6.8.3 shall automatically vest in the Service Provider upon such rejection and, to the extent that any such rights to not automatically vest, the Customer agrees to irrevocably assign, transfer and convey to the Service Provider all rights, title and ownership in the relevant Developed IPR in the rejected Deliverable, The Customer shall and shall procure that its personnel shall give the Service Provider or its designees, all reasonable assistance and execute all documents necessary to assist or enable the Service Provider to perfect, preserve, register or record its rights in the relevant Developed IPR in the rejected Deliverable at the Service Provider's cost.

1.4The Service Provider may use the Developed IPR solely to provide the Services to the Customer during the Term.

1.5To the extent that title and/or ownership rights may not automatically vest in the Customer as contemplated by clause 25.3, the Service Provider agrees to irrevocably assign, transfer and convey to the Customer all rights, title and ownership in the Developed IPR. The Service Provider shall and shall procure that Service Provider Personnel shall give the Customer or its designees, all reasonable assistance and execute all documents necessary to assist or enable the Customer to perfect, preserve, register or record Its rights in the Developed IPR at the Customer's cost.

1.6The Service Provider shall ensure that where it develops Developed IPR for the Customer, it shall deliver the same in Source Code and object code form, with appropriate Documentation and that both versions shall be able to be used by a reasonably skilled programmer familiar with the relevant software language.

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1.7The Service Provider shall ensure that all Documentation related to any software Deliverable (or a component thereof) is up to date at the date of delivery.

1.8Subject to clause 25.10, 25.11 and 25.12, the Service Provider grants to the Customer and the Customer Group a, royalty-free, world-wide, non-exclusive, non-transferable (subject to clause 39) licence (at no additional charge) to use the Service Provider owned Service Provider Pre-existing IPR:

1.1.1that is provided to the Customer and/or the Customer Group as part of the Services during the Term and (which includes any applicable Termination Assistance Period) where necessary for the Customer's and the Customer Group's use and receipt of the Services (which right includes the right for the Customer Group's agents and subcontractors to (i) use for .and (ii) and assist the Customer Group in its receipt of the Services, in each case in connection with their own provision of services to the Customer Group) but excluding any (i) Digital Products (to be licensed on separate terms) or (ii) Service Provider Toots (and Customer will use reasonable endeavours to keep Service Provider informed as to the identity of the sub-contractors and agents permitted access under this clause); and

1.1.2in perpetuity and including the right to sub-licence, where such Service Provider's Pre-existing IPR is embedded into a Deliverable,

in each case subject to: (a) the restriction that it may not be deconstructed (to the maximum extent permitted by Relevant Law) or extracted from the relevant Services or Deliverable or used as a standalone product; and (b) any further limitations set out in a Statement of Work or otherwise agreed in writing by the Parties. The Customer shall also ensure that any sub-licensee under 25.8 complies with the licence conditions set out in this clause.

1.9The Service Provider agrees that for Change Projects under this Agreement it will not develop any standalone modifications, functionality or derivatives of Service Provider IPR without Aspen's prior written consent. Where a Change Project may involve the delivery of modifications, enhancements or derivatives of Service Provider IPR (but excluding Third Party Materials) which are in existence prior to the Effective Dater the parties may discuss deviations to the allocation of ownership of Developed IPR set out in the definition of Developed IPR in Schedule 1, along with the commercial implications of any such deviation.

1.10Third Party Materials Generally

1.1.1The Service Provider shall obtain the Customer's prior written consent before embedding in any Deliverables or using or providing to Customer or installing in the Customer's environment any Third Party

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Materials or its own Digital Products or Service Provider Tools (each as defined in clause 25.11).

1.1.2Where Service Provider does propose to use Third Party Materials with Customer's consent (including any non-Cognizant owned Service Provider Tools) then, subject always to clause 25.12, it shall use Commercially Reasonable Efforts and at mutually agreed terms (but at no additional cost as regards the Service Provider's efforts to procure a licence), to procure the grant to the Customer and the Customer Group and, to the extent necessary, its sub-contractors, agents and representatives of a world wide, non-exclusive licence to use, modify, enhance and maintain the Third Party Materials to be embedded in the Deliverables or to be made available to the Customer specifically to provide the Services to the Customer.

1.1.3Notwithstanding the foregoing, the Parties agree that it may not be possible to procure such a licence under clause 25.10.2 -and that, in addition to addressing the variations required by clause 25.12 the Parties may need to either: (i) agree further variations to the terms of this Agreement .and -appropriate pass through terms from the third party in respect of such Third Party Materials only; or (ii) -arrange for such Third Party Materials to be Iicensed directly to the Customer Group. In this latter case, the Service Provider shall use Commercially Reasonable Efforts to assist the Customer in the procurement of a licence directly from the licensor of any Third Party Materials.

1.1.4Where the Service Provider has not complied with the terms of clause 25.10.1 and obtained the Customer's prior consent to use, provision or installation in the Customer's environment or to embed in any Deliverable Third Party Materials then, without prejudice to the Customer's other rights and remedies hereunder, the Service Provider shall (at its cost and option) either: (i) procure a licence for the Customer to use such Third Party Materials; or (ii) re provide the relevant Services and/or Deliverables in such a manner that the relevant Third Party Materials are not required but until such time as its failure to comply with clause 25.10.1 is identified and then, following such identification remedied pursuant to this clause 25.10.4, the Third Party Materials in question will be deemed to have been licensed to the Customer for it to use in connection with its receipt of the Services and use of Deliverables but only to the extent strictly necessary to permit such use.

1.11Service Provider Tools and Digital Products

1.1.1The Parties acknowledge and agree that from time to time the Service Provider may propose the use of its own proprietary products that are typically licenced on stand alone terms (the "Digital Products") and that subject always to agreement between the Parties as to such terms, any such Digital Products shall be licenced on separate terms (and

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subject to escrow requirements, or not, in accordance with such separate terms) and the other terms of this clause 25 shall not apply to their use. The Service Provider undertakes to ensure that the impact of the use of Digital Products on the Customer's receipt of the Services and the wider terms of this Agreement is minimised.

1.1.2As part of delivering the Services, the Customer acknowledges that Service Provider Personnel may also utilise proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship, creative works, ideas, know-how, data or other materials which have been or are originated, developed, licensed, purchased, or acquired by Service Provider or its Affiliates or Sub-contractors (collectively, "Service Provider Tools"). Where necessary to deliver the Services, Customer consents to installation in its environment of the Service Provider Tools listed in Schedule 5 (Sub-contractors and Service Provider Tools) or the applicable SOW but agrees and acknowledges that it (and its agents and sub-contractors) will not directly or independently use (and will not have any right to so use), any such Service Provider Tools unless otherwise specifically agreed by the Parties in writing via the Contract Change Control Procedure or in a SOW.

1.12COTS, Cloud and Similar Materials and Services

1.1.1In the event that an element of the Services to be provided by the Service Provider is to be procured from and passed through to the Customer from a commercially available off the shelf package software provider, cloud services provider or similar provider of software, hardware or solutions on standard terms (a "COTS Vendor"), then the Parties will negotiate the terms of such pass through supply and that such negotiations shall include agreeing, subject to confirming the same via the Contract Change Control Procedure, that: (i) the Service Provider's liability arising in relation to or in connection with breaches of clause 27 (Data Protection) caused by the COTS Vendor shall be capped at the level at which the COTS Vendor caps its liability to the Service Provider and which the Service Provider is entitled to recover from such COTS Vendor under its terms; and (ii) the approach to the management of data export requirements (including the requirement that such COTS Vendor enter into any Data Protection Model Clauses) imposed by this Agreement, it being agreed that the Parties shall agree such other lawful data export mechanism as is appropriate where the COTS Vendor refuses to enter into the Data Protection Model Clauses.

1.1.2The Parties agree that as at the Effective Date, save for those COTS Vendors listed in Schedule 19 (COTS Vendors) to whom the terms listed in Schedule 19 (COTS Vendor Usage Restrictions and Related Obligations) apply, there are no COTS Vendors in scope and thus clause 25.12.1 does not apply to the scope of the Services set out in the Agreement as at the Effective Date.

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1.1.3The Service Provider shall not change the Services after the Effective Date such that a new COTS Vendor in respect of which the Service Provider would wish to apply this clause is introduced into delivery of the Services without the prior written consent of the Customer. For the avoidance of doubt, if the Service Provider wishes to change the Services (including end to end solutions) and an element of such Services will be provided on a pass through basis using a new COTS Vendor not listed in Schedule 19 then the Service Provider and the Customer shall agree through the Contract Change Control Procedure what COTS Vendors will be used and the terms that will apply, updating Schedule 19 accordingly.

1.13The Customer grants to the Service Provider and its Affiliates a non-exclusive, non transferable, revocable licence (including the right to sub-licence, but only to sub-contractors approved by the Customer in accordance with this Agreement) to use, copy, modify, and prepare derivative works of the IPR arising in any materials (including Developed IPR and all hardware, software or other .items) provided by or on behalf of the Customer or any of its Affiliates to the Service Provider in connection with .its delivery of the Services for the sole purpose of providing the Services to the Customer for the Term (which includes any applicable Termination Assistance period).

Escrow

1.14The Service Provider shall ensure that the Source Code in the Service Provider Software embedded in Deliverables (excluding any Third Party Materials which are instead subject always to the provisions of clause 25.10 and which may or may not be subject to escrow depending on the terms agreed with the third party vendor in question) together with any related Documentation, is deposited in escrow pursuant to the terms of the Escrow Agreement.

1.15The Service Provider and the Customer mutually undertake to sign the Escrow Agreement promptly following delivery of any Deliverable to which clause 25.14 applies. The Service Provider additionally undertakes to procure that the relevant escrow agent promptly signs the Escrow Agreement.

Residual Knowledge

1.16Nothing contained in the Agreement shall restrict either Party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of such Party's personnel relating to the Services which either Party, individually or jointly, develops or discloses under the Agreement provided that in doing so such Party does not:

1.1.1infringe the Intellectual Property Rights of the other Party or third parties who have licensed or provided materials to the other Party; or

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1.1.2breach its confidentiality obligations ·under the Agreement or under agreements with third parties.

26.CONFIDENTIAL INFORMATION

1.1Subject to clause 26.2, each Receiving Party will treat and keep all confidential information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party's written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.

1.2Clause 26.1 shall not apply to the extent that:

1.1.1the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its employees, Affiliates (and their employees) or Sub-contractors and/or in the case of the Service Provider, COTS Vendors in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party shall ensure that every person to whom disclosure is made pursuant to this clause 26.2.1 uses such Confidential Information solely for such purposes, and complies with this clause 26 to the same extent as if it were a Party to this Agreement;

1.1.2any Service Provider Confidential Information is embodied in or otherwise incorporated into any Developed IPR;

1.1.3such Confidential Information is in the public domain at the Service Commencement Date or at a later date comes into the public domain, other than as a result of breach of this Agreement;

1.1.4the Receiving Party obtains or has available such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;

1.1.5subject to clause 26.3, such Confidential Information is required to be disclosed pursuant to any Relevant Law or the rules of any Regulator or stock exchange; or

1.1.6the Receiving Party can show such Confidential Information was independently developed by it otherwise than in connection with this Agreement.

1.3Notwithstanding clause 26.1, the Customer may disclose Confidential Information to its solicitors, auditors, insurers, accountants or other operational or service-related advisers for the purposes of reporting to or seeking advice from the relevant Party provided that neither Party may pass commercially sensitive information of the other to its competitors, notwithstanding any other provision of this Agreement er a SOW. In such

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circumstances as this Clause 26.3 permits disclosure of Service Provider Confidential Information, the Customer shall ensure that every person to whom disclosure is made pursuant to this clause 26.3 uses such Confidential Information solely for such purposes and complies with this clause 26 to the same extent as if it were a Party to this Agreement. Prior to making any disclosure under 26.2.5 the Receiving Party shall, unless prohibited from doing so by Relevant Law, provide the Disclosing Party with prompt notice of such request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or Disclosing Party grants a waiver hereunder, Receiving Party may furnish that portion (and only that portion) of the Confidential Information which the Receiving Party is legally compelled to disclose and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment wilt be accorded any Confidential Information so furnished.

27.DATA PROTECTION

1.1The categories of personal data to be processed by the Service Provider, categories of data subjects whose personal data will be processed, and the nature and purpose of processing activities to be performed under this agreement is set out in Schedule 21 (Data Transfer and Processing) of this Agreement as enhanced or clarified in relation to an SOW in the applicable sow.

1.2Each Party shall comply with its respective obligations under applicable Data Protection Legislation and, without prejudice to the foregoing, the Service Provider shall not process Customer Personal Data in a manner that will or is likely to result in the Customer breaching its obligations under Data Protection Legislation provided that the Customer gives reasonable written notice to the Service Provider of such obligations.

1.3Upon termination or expiry of this agreement, the Service Provider shall, at the Customer's request, promptly delete or return all Customer Personal Data and delete the copies thereof (unless otherwise required by Data Protection Legislation) and shall certify to the Customer that it has done so.

1.4The Parties acknowledge that, in respect of all Customer Personal Data processed by the Service Provider for the purpose of the provision of Services under this Agreement:

1.1.1the Customer alone shall determine the purposes for which and the manner in which such Customer Personal Data will be processed by the Service Provider;

1.1.2the Customer shall be the data controller; and

1.1.3the Service Provider shall be the data processor.

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1.5Where in connection with this Agreement the Service Provider processes Customer Personal Data as the data processor of the Customer, the Service Provider shall:

1.1.1process Customer Personal Data only on behalf of the Customer, only for the purposes of performing this Agreement and only in accordance with instructions contained in this Agreement or as otherwise received from time to time; the Service Provider shall notify the Customer prior to taking any further action if it considers an instruction to be likely to result in processing that is in breach of Data Protection Legislation. However, for the avoidance of doubt, the Service Provider is not obliged to analyse the lawfulness of the Customer's instructions;

1.1.2not otherwise modify, amend, disclose or permit the disclosure of any of the Customer Personal Data to any third party (including a data subject) unless specifically authorised or directed to do so in writing by the Customer;

1.1.3implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Upon the Customer's request, the Service Provider shall provide the Customer with a written description of the technical and organisational measures implemented by itself and its Sub-contractors as well as copies of all documentation relevant to such compliance including, protocols, procedures, guidance, training and manuals;

1.1.4ensure the reliability of any of the Service Provider Personnel with access to Customer Personal Data, that such access is granted on a 'need to know' basis, and that they are subject to binding obligations of confidentiality with respect to Customer Personal Data;

1.1.5comply with:

1.1.1.1all binding guidance and recommendations from the relevant supervisory authorities in countries where the Customer is established;

1.1.1.2clause 18.4; and

1.1.1.3the Customer's Standards and Policies;

1.1.6at no additional cost, provide full cooperation and assistance to the Customer as the Customer may require to allow the Customer to comply with its obligations as a data controller, including in relation to data security, data breach notification, data protection. impact assessment, prior consultation with data protection authorities, any enquiry, notice or investigation received from a data protection authority, and the fulfilment of data subject's rights;

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1.1.7promptly and without delay (but in any event within 48 hours of becoming aware of it), notify the Customer in writing of any actual or alleged unauthorised disclosure, loss, destruction, compromise, damage, alteration, or theft of Customer Personal Data (including unauthorised access to or use of the Customer Systems or data, improper handling or disposal of data, theft of information or technology assets, and/or the inadvertent or intentional disclosure of Customer Personal Data) or any incident which may give rise to a personal data breach (as such term is defined under the GDPR); and

1.1.8subject to clause 20.4, permit physical inspections of the Service Provider's relevant premises dedicated to the Customer and/or the Services, by the Customer or its representatives to ensure compliance with this clause 27.

1.6The Service Provider shall nominate a representative within its organisation who shall have responsibility to respond to Customer queries regarding the processing of Customer Personal Data and the Service Provider shall ensure that it responds to such queries promptly.

1.7Save to the extent an alternative approach is agreed in relation to a COTS Vendor pursuant to clause 25.12.1, the Service Provider shall not authorise any third party or Sub-contractor to process Customer Personal Data other than with the prior written consent of the Customer (for the avoidance of doubt, written consent shall be deemed given for authorised Sub contractors listed in this Agreement and Service Provider Affiliates).

1.8Save to the extent an alternative approach is agreed in relation to a COTS Vendor pursuant to clause 25.12.1, where the Service Provider is a processor with respect to the Customer Personal Data, it shall impose obligations on its Sub-contractors and Affiliates that are the same as or equivalent to those set out in this clause 27 by way of written agreement, and shall remain fully liable to the Customer for any failure by a Sub-contractor to fulfil its obligations in relation to the Customer Personal Data.

1.9Pursuant to clause 17 (Sub-contractors), where the Service Provider is subject to an obligation in relation to Customer Personal Data or the Customer s granted a right in respect of the Service Provider, the Service Provider should procure that its Sub-contractors are subject to equivalent obligations and that the Customer is granted the same right against the Subcontractors.

1.10The Service Provider shall not process and/or transfer any Customer Personal Data in or to any country outside the European Economic Area without the prior written consent of the Customer.

1.11If, for the purposes of the performance of this Agreement, the Service Provider or any of its Sub-contractors wishes to process arid/or transfer any Customer Personal Data in or to a country outside the European Economic Area without prejudice to clause 27.10, the Service Provider shall comply with such other

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instructions and shall carry out such other actions as the Customer may notify in writing, including:

1.1.1providing details of how the Service Provider will ensure an adequate level of protection for any such Customer Personal Data so as to ensure the Customer's compliance with Data Protection Legislation; and

1.1.2implementing any data transfer mechanism provided by the applicable Data Protection Legislation, such as the appropriate model contractual clauses approved by the European Commission as set out in Schedule 21 (Data Transfer and Processing), to allow for the lawful processing of Personal Data in a country outside the European Economic Area pursuant to the applicable Data Protection Legislation.

28.PUBLICITY

1.1The Service Provider shall not make any public announcement (whether written or oral) about the existence of the Agreement or that it is providing Services to the Customer without the Customer's prior written consent (which may be withheld in its complete discretion). For the purpose of clause 12.1, the Customer's consent to disclosure by the Service Provider is deemed to be given only to the extent that such disclosure is required for the Service Provider to comply with its obligations under clause 12.1.

1.2In no circumstance shall either Party be authorised to use any of the other Party's logos, trademarks or any other representations related to the other Party's brand (including noting the other Party or its personnel as a referee) without the other Party's prior written consent (which may be withheld in its complete discretion).

Part GREPRESENTATIONS, WARRANTIES AND INDEMNITIES

29.REPRESENTATIONS AND WARRANTIES

1.1Each Party represents, warrants and undertakes to the other, as at the date of this Agreement:

1.1.1that it has the power and authority to enter into and perform its obligations under this Agreement;

1.1.2that it has all necessary rights, licences, permissions and consents to provide (in the case of the Service Provider) or receive (in the case of the Customer) the Services; and

1.1.3that the signing of this Agreement does not violate any law or constitute a default under any other agreement that that Party has entered into.

1.2The Service Provider represents, warrants and undertakes to the Customer on a continuing basis throughout the term that:

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1.1.1it shall not conduct itself in a way so as to adversely affect the Customer's public image (except that this clause 29.2.1 shall not preclude the Service Provider from enforcing its right under this Agreement);

1.1.2it is not insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it;

1.1.3it shall allocate sufficient resources to provide the Services in accordance with the contractual, requirements and use Commercially Reasonable Efforts to use the resources efficiently and services necessary to provide the Services;

1.1.4it shall not knowingly and/or negligently insert or include, or permit or cause any Service Provider personnel to insert or include, any known Virus into any items provided to the Customer or the Customer Systems;

1.1.5it shall use the latest available versions of anti-virus software available from an industry accepted anti-virus software vendor to check for and delete malicious software and Viruses from the Service Provider's IT systems;

1.1.6it shall co-operate with the Customer to reduce the effect of any virus found and assist the Customer to mitigate any losses (including without limitation, loss of operational efficiency and loss or corruption of the Customer's data) and to restore the system, products, Deliverables and Services to their desired operating efficiency, such assistance to be at the Customer's reasonable and demonstrable cost unless the Service Provider is in breach of clause 29.2.4 or clause 29.2.5;

1.1.7it has undertaken all diligence it requires (including in relation to the Customer's existing services) in order to plan and perform the Services and that accordingly its prices and estimates are robust and may be relied upon by the Customer;

1.1.8it is skilled and experienced in the provision of services akin to the Services and in using the tools, methodologies and procedures it is proposed that it will use in the delivery of Services hereunder;

1.1.9all information it provides to the Customer during the Term shall, at the time it is supplied, be true and accurate in all material respects;

1.1.10that the Services will be performed in accordance with all

1.1.1.1Service Provider Applicable Regulations and

1.1.1.2any provisions agreed between the Parties under clause 20.1 in relation to Customer Applicable Regulations;

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1.1.11it shall at all times conduct the performance of the Services in such a manner that shall ensure that the Customer does not fail to comply with the Customer Applicable Regulations that have been notified to the Service Provider in writing (if any) as a result of or in connection with its receipt of the Services provided that the Customer explains in writing how the Service Provider is expected to comply with these obligations; and

1.1.12it shall comply with any reasonable Customer request or instruction that enables the Customer to comply with its regulatory requirements (if any) in respect of the Services at mutually agreed terms. Any Customer requests or instructions which fall outside of the scope of the Services shall be agreed through the Contract Change Control Procedure.

1.3The Customer warrants that, to the extent that Customer Personal Data is provided to the Service Provider for processing (as that term is defined in the Data Protection Legislation), the Customer or relevant Customer Affiliate providing such Customer Personal Data shall have a legal basis on which to do so in respect of such Customer Personal Data.

1.4Except as expressly set out in this Agreement, all other warranties, express or implied, shall be excluded to the fullest extent permitted by law.

30.INDEMNITIES

1.1IPR Indemnities

1.1.1Subject to clauses 30,1.2 and 30.1.3, each Party will indemnify, defend and hold harmless the other Party and its Affiliates and their respective officials, employees,. agents and assigns ("Representatives") against any claims, losses, damages, costs (including reasonable leg.al fees), expenses and liabilities agreed in a settlement or awarded against the other Party and/or its Representatives as a result of any infringement (or claim of infringement) of any third party IPR caused by or alleged to have occurred because of:

1.1.1.1in the case of indemnification by the Service Provider to the Customer, Customer or its Affiliates possession of the Developed IPR in any Deliverables provided by the Service Provider to the Customer or its Affiliates; or otherwise in respect of the Service Provider's performance or provision of the Services; and

1.1.1.2in the case of the Customer's indemnification of the Service Provider, the Customer's receipt or use of such Deliverables or Services other than in accordance with or as envisaged by this Agreement or such Deliverables' or Services' specifications, or the Service Provider's receipt or use of any Customer Indemnified Items made available to the Service Provider or a Service Provider Affiliate by or on behalf of the

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Customer or a Customer Affiliate for its use under this Agreement (provided always such receipt or use was in .accordance with the terms of or as envisaged by this Agreement).

1.1.2The Parties agree that the indemnifying party shall be relieved of its obligation to indemnify the indemnified party pursuant to clause 30.1.1 if and to the extent that the infringement claim arises due to (i) use of the material that is subject to the relevant indemnity claim other than in accordance with or as envisaged by this Agreement; or using infringing material after a fix or remedy has been provided (whether pursuant to clause 30.3 or otherwise); (ii) use of an allegedly infringing item or any part thereof in combination with any equipment, software or data not approved for use by the indemnifying party, or use in any manner by the indemnified party (or its Affiliates) for which the allegedly infringing item was not designed; or (iii) where the Service Provider is the indemnifying party, any modification or alteration of the allegedly infringing item by a person or entity other than Service Provider or its Affiliates or Sub-contractors unless such modification or alteration was made on the instructions of or in accordance with designs, specifications, information or materials provided by or on behalf of the Service Provider or its Affiliates or Sub-contractors.

1.1.3The Parties recognise that each of them may make available certain Third Party Materials to the other and that such Third Party Materials may not benefit from IPR indemnification protection equivalent to that set out in clause 30.1.1 above. Where Third Party Materials are identified by a Party as requiring discussion between the Parties in respect of indemnification, the Parties will discuss the same and then may either agree in writing: (i) to continue to allow the other to benefit from the indemnity set out in clause 30.1.1 above; or (ii) agree that separate pass through indemnity protections from the third party should apply in the event of an IPR infringement claim arising in relation to a Party's use of Third Party Materials provided to it by the other Party, For the avoidance of doubt, if the Parties do not specifically agree to either (i) or (ii) in respect of any Third Party Materials then Third Party Materials shall nevertheless be excluded from the indemnity protection under clause 30.1.1 above except where the indemnifying party has provided or made available to the indemnified party any Third Party Material specifically for use under this Agreement in breach of the relevant third party licence terms and the relevant third party makes a claim against the indemnified party in respect of the same, in which case the indemnity at clause 30.1.1 shall cover such claims and Clause 30.3 shall also apply.

1.2In addition to the indemnities provided in clause 30.1.1 (IPR Indemnity) and Schedule 17 (Human Resources Provisions), the Service Provider will indemnify, defend and hold harmless the Customer and its Affiliates and their respective officials, employees, agents and assigns ("Customer

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Indemnities") against any claims, losses, damages, costs (including reasonable legal fees), expenses and liabilities agreed in a settlement or awarded against the Customer and/or the Customer Personnel as a result of any of the following:

1.1.1breach by the Service Provider of any of the representations and warranties set out in clauses 29.1.1 and 29.1.3; and

1.1.2any Employment Liabilities arising in relation to or employment claims of Service Provider Personnel made against the Customer Group not covered by the indemnities provided in Schedule 17 (Human Resources Provisions) except to the extent such Employment Liabilities arise as a result of an act or omission of Customer or Customer's Group.; and

1.1.3breach by the Service Provider of clause 27 (Data Protection).

1.3Without prejudice to its obligations pursuant to clause 30.1.1, if any Deliverable or service other item or material provided by the Service Provider or the provision of the Services by the Service Provider is, or in the Service Provider's reasonable judgement is likely to become, the subject of a claim (an "Infringing Item"), the Service Provider, at its expense and discretion and in addition to the indemnity and defending the claim, will procure for the Customer the right to use and continue using the Infringing Item or replace it with a non-infringing equivalent or modify it to make its use non-infringing, provided that such replacement or modification does not result in a degradation of the performance or quality of the Infringing Item (other than minor or cosmetic defects).

1.4The following procedures will apply with respect to any indemnification arising in connection with the Agreement:

1.1.1as soon as reasonably practicable after receipt by an indemnified party of written notice of the assertion or the commencement of any claim, demand, action, cause of action or other proceeding by a third party, whether by legal process or otherwise (a "Claim"), but no later than fourteen (14) days following receipt of written notice from the indemnified party relating to any Claim, the indemnifying party will notify the indemnified party in writing that it will assume control of the defence and settlement of such Claim (the "Notice");

1.1.2if the indemnifying party delivers the Notice relating to any claim within the required notice period, the indemnifying party will be entitled to have sole control over the defence and settlement of such Claim;

1.1.3if the indemnifying party fails to assume the defence of any such Claim within the prescribed period of time, then the indemnified party may assume the defence of any such Claim at the cost and expense of the indemnifying party; and

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1.1.4subject to the payment of its reasonable costs, the indemnified Party shall provide reasonable assistance to the indemnifying Party, including reasonable assistance to the indemnifying Party's employees, agents, independent contractors and Affiliates, as applicable. Notwithstanding any provision of this clause 30 to the contrary, the indemnifying Party will not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the indemnified Party without the prior written consent of the indemnified Party, such consent not to be unreasonably withheld or delayed.

Part HIMPACT OF A FAILURE TO PERFORM

31.FORCE MAJEURE

1.1Neither Party shall be liable for default or delay in the performance of its obligations under the Agreement:

1.1.1if the default or delay is caused by a ca use beyond the reasonable control of such Party (it being agreed that causes beyond the reasonable control of a Party shall not include strikes or lock outs of its own personnel); and

1.1.2provided the non-performing Party is without fault in causing the default or delay and the default or delay could not have been prevented by reasonable precautions (which for these purposes shall include complying with that Party's Disaster Recovery Plan and/or Business Continuity Plan or, if of a higher standard, disaster recovery plans consistent with Good Industry Practice) or circumvented by workarounds.

1.2The non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as:

1.1.1the circumstances prevail; and

1.1.2the Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay.

1.3A Force Majeure Event shall not relieve the Service Provider of its obligations to supply the Services in conjunction with implementing its Disaster Recovery Plans or Business Continuity Plans, including requiring that essential personnel report to work during an emergency, and any or all personnel work at a contingency location.

1.4In the event that a Force Majeure Event interrupts the provision of one or more Service Towers within the Run Services for in excess of thirty (30) days the Customer may terminate the affected Service Tower( s) or if more than two (2) Service Towers are affected, all of them in whole or in part on the provision of written notice. If the Force Majeure Event interrupts the provision of Change

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Management Services (or part of them) for in excess of thirty (30) days, the Customer may terminate only the affected Change Management Services-related SOWs in whole or in part on the provision of written notice.

32.STEP IN

1.1If:

1.1.1any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days;

1.1.2the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Event;

1.1.3a Regulator requires the Customer to do so; or

1.1.4the circumstances in paragraph 13.1 of Schedule 15 (Exit) occur,

then, without limiting any other rights it may have, the Customer may take control of the part of the Services affected by the Service Provider default or non-performance, or the Force Majeure Event and in the case of clause 32.1.3, the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, "Step In") for a maximum period of two (2) months after which the Customer shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service.

1.2In exercising its rights of Step In the Customer may perform any act that the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that the Customer: (i) complies with the Service Provider's reasonable security and confidentiality policies as notified to the Customer; (ii) procures that any third party that it engages signs an Agreed Form NOA, with an obligation to erect "ethical" walls within its own organisation to protect the Service Provider's confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider's facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party.

1.3Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure Event), and the Customer shall not be charged for Services that are not provided to the Customer as a result of a Force Majeure Event or the Service Provider's default or non-performance.

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The Service Provider shall either pay directly or reimburse the Customer for any such third party costs incurred, Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to the Customer, at the Customer's option.

1.4In the event of the Customer exercising its right of StepIn, the Service Provider shall co-operate with the Customer (and its agents or representatives, including any applicable third party supplier) and provide reasonable assistance at no charge to the Customer to restore such Customer function or the Services or any part of them as soon as reasonably possible, including giving the Customer (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider's premises, Equipment, Material and Software, to the extent reasonably necessary for the purpose of restoring such Customer function or the Services or any part of them to the level required under this Agreement.

1.5As soon as reasonably practicable following the restoration of the affected Customer function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to the Customer's reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services.

1.6Without prejudice to the caps set out in clause 34, nothing in this clause 32 limits the Service Provider's liability to the Customer with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period the Customer or any third party supplier has taken over delivery of such Services.

33.ENHANCED CO-OPERATION

1.1Where the Customer requires the right to do so in order to obtain an improved understanding of the Services or to assist the Service Provider to improve its performance (including in particular in the circumstances set out in clause below), the Parties agree that the Customer may nominate a certain number of its employees, agents or contractors (subject; to clause 32.4), to be seconded to the Service Provider or any of its subcontractors ("Consultants") provided that the Parties agree the role and responsibilities of such Consultants and the desired outcomes of involvement. The number of Consultants shall be the minimum reasonably necessary (as determined by the Customer acting reasonably) for the limited purposes described in this clause 33.1 and the Customer agrees to appoint Consultants with a level of seniority appropriate to the tasks they shall be engaged in and to provide the Service Provider with at least five (5) Business Days' notice of its intention to exercise its rights under this clause 33.

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1.2The circumstances that the Parties agree shall entitle the Customer to invoke its rights under clause 33.1 include where:

1.1.1the Customer is entitled, or has reasonable grounds for believing that it will be entitled, to terminate the Agreement in whole or in part for cause;

1.1.2the Service Provider is not performing any of the services in accordance with the Minimum Service Levels (if any);

1.1.3the Service Provider is or the Customer has reasonable grounds for believing that the Service Provider is reasonably likely to be in material breach of its obligations under the Agreement;

1.1.4the Customer has reasonable grounds to suspect acts of fraud are being committed by the Service Provider, any Sub-contractor or any Service Provider Personnel;

1.1.5the Service Provider causes the Customer to breach its legal or regulatory obligations; or

1.1.6the Service Provider fails to provide the Services in accordance with the Agreement (whether such failure amounts to a material breach of contract or not) and that failure causes, or is in the Customer's opinion likely to cause:

1.1.1.1delay in delivery of the Services that means that the Service Provider will not be able to meet any Key Milestone date;

1.1.1.2the degradation or unavailability of the Services which, in the Customer's opinion, is unlikely to be resolved within a reasonable period of time; or

1.1.1.3the Customer to incur a material loss, liability or cost whether direct or indirect or to suffer any adverse publicity.

1.3No Consultant shall become an employee of the Service Provider, or have a legal entitlement to any benefits conferred by the Service Provider on its employees, as a result of his or her secondment under this clause 33.

1.4A Consultant may not be an employee of any entity who competes with the Service Provider in the field of system integration services unless they .are an employee of the Customer.

1.5The Consultants shall be given full access to all information (other than commercially sensitive information or information related to the Charges) that is available to all relevant Service Provider Personnel and that is related to the performance of the Services that are relevant to the purposes described in clauses 33.1 and 33.2 and shall be able to make suggestions related to any

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element of the performance of the Services provided that the Consultant: (i) complies with the Service Provider's reasonable security and confidentiality policies as notified to the Consultant; (ii) signs an Agreed Form NDA; and (iii) does not have unsupervised access to the Service Provider's facilities and shared computing environment.

1.6The Service Provider shall not be obliged to follow any suggestions given by the Consultants.

1.7If the Service Provider does follow a suggestion of a Consultant, then the Service Provider shall be fully responsible for all consequences that flow from the suggestion as if it were the Service Provider's own suggestion.

1.8By exercising its right under this clause, the Customer shall not, and shall not be deemed to, assume any obligation to resolve any issue or problem with the Services or relieve the Service Provider of any obligation or liability in relation to that event. Without limiting the foregoing, nothing in this clause 33.8 shall be construed to limit the Service Provider's obligation to continue to perform the Services in accordance with all applicable Service Levels or Milestone dates.

1.9If the Customer exercises its rights under this clause, the Parties shall carry out a monthly review to agree on whether the secondment shall continue. In any case, a secondment under this clause may be terminated by the Customer at any time by giving written notice to the Service Provider, but shall in any event cease when the secondment has been effective for a continuous period of ninety (90) days (or such longer period as may be agreed between the Parties, such agreement may not be withheld by the Service Provider where clause 33.10 applies), when both of the following conditions are satisfied:

1.1.1the event giving rise to the appointment of the Consultants under this clause has ceased and/or has been resolved or remedied; and

1.1.2the Service Provider has demonstrated to the Customer's reasonable satisfaction that the Service Provider has taken all reasonable measures to ensure that the event giving rise to the appointment of the Consultants shall not reoccur.

1.10Subject to clause 33.11, the Customer shall be responsible for paying the Consultants' reasonable and demonstrable fees for the duration of the secondment, plus any reasonable, actual and demonstrable travel and subsistence costs incurred by the Consultants in relation to their secondment under this clause provided that the salaries of the Consultants are reasonable given their level of seniority and experience and Good Industry Practice ("Consultant Costs").

1.11Notwithstanding clause 33.10, the Parties agree that to the extent that the Customer exercises its rights due to an alleged Service Provider default and it

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transpires that the Service Provider was in default then the Service Provider shall be responsible for fifty percent (50%) of the Consultant Costs.

1.12The exercise by the Customer of its rights in this clause 33 shall be without prejudice to any other rights or remedies of the Customer.

34.LIABILITY

1.1Nothing in this Agreement shall limit a Party's liability in respect of:

1.1.1death or persona I injury caused by negligence;

1.1.2fraud or fraudulent misrepresentation;

1.1.3any employment related indemnities;

1.1.4the breach by a Party, its Affiliates or sub-contractors (including, in the case of the Service Provider, its Sub-contractors) or personnel of the duties of confidentiality contained in the Agreement save:

1.1.1.1where the breach is of the data protection obligations under this Agreement or any Local Agreement, SOW or Data Protection Model Clauses, in which case the liability caps in clause 34.2.1 (in the case of the Service Provider) or clause 34.3 (in the case of Customer) shall apply; or

1.1.1.2where the breach is in relation to breach of any data security obligations under clause 18, in which case the liability caps in clause 34.6 (in the case of the Service Provider) or 34.7 (in the case of the Customer) shall apply (except to the extent the data security breach is also a breach of clause 26 (Confidentiality) leading to a loss of Confidential Information).

1.1.5any claim made under the IPR indemnities set out in clause 30.1.1;

1.1.6Wilful Abandonment or Wilful Default by the Service Provider; and

1.1.7any liability that cannot be excluded pursuant to applicable law.

1.2Subject to clause 34.1, the maximum aggregate liability of the Service Provider (including all Service Provider Affiliates) to Customer (which includes, for the avoidance of doubt, the UK Customer, US Customer and Bermuda Customer and all other Customer Affiliates) arising under or in connection with this Agreement (including all SOWs and Local Agreements) for all causes of action, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, on indemnity basis or otherwise) for all losses whatsoever and howsoever caused:

1.1.1for all liability related to personal data, including under the indemnity in clause 30.2.3 (Data Protection Indemnity) and/or arising any Data Protection Model Clauses, shall be limited to the greater of: (i)

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$10,000,000 (ten million USD); or (ii) 250% (two hundred and fifty per cent) of the of the total Charges paid or payable under the Agreement in the Contract Year immediately prior to the first claim giving rise to such liability, but subject to any variation or exception agreed pursuant to clause 25.12.1; and

1.1.2for all claims for damage to tangible property caused by the Service Provider's (including its Affiliates or its Sub-contractors) negligence or Wilful Default shall be limited to $7,500,000 (seven million five hundred thousand USD).

1.3Subject to clause 34.1, the maximum aggregate liability of the Customer (including Customer Affiliates) arising under or in connection with this Agreement (including all SOWs and Local Agreements) and/or any Data Protection Model Clauses for all liability related to personal data shall be limited to $10 million (ten million USD).

1.4Provided that nothing in this clause 34.4 shall limit or exclude a Party's liability under clauses 34.1.1, 34.1.2 and 34.1.7, a Party nor its Affiliates shall have any liability Under this Agreement or any SOW or local Agreement or Data Protection Model Clauses for: (i) any indirect or consequential losses suffered by the other Party: or (ii) for any special or incidental damages, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings or any loss of data (in each case howsoever arising and whether direct or indirect) other than as detailed in clause 34.5 below.

1.5Subject to clauses 34.6 and 34.2, the exclusions in clause 34.4 shall not exclude liability for the following heads of losses which the Service Provider will accept to be deemed direct losses or damages suffered by the Customer:

1.1.1subject always to the Customer's duty to mitigate, the costs of procuring and implementing an alternative to the Services provided (or not provided) by the Service Provider;

1.1.2the cost of restoring lost or damaged data caused or materially contributed to by the Service Provider to the last machine readable backup taken by the Customer in accordance with Good Industry Practice unless otherwise agreed in writing in a Statement of Work;

1.1.3the cost of restoring damage to physical property caused or contributed to by the Service Provider;

1.1.4additional wages, overtime and expenses incurred by the Customer or its subcontractors or agents in performing or rectifying defective services and/or managing a third party's performance of the same;

1.1.5the public relations costs of repairing any brand or reputational damage caused solely by the Service Provider's breach of this Agreement where the Customer can demonstrate that such breach causes these losses;

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1.1.6cost savings that the Customer reasonably anticipated to make by entering into this Agreement (but which have not already been compensated either pursuant to clause 5.3 or 10.1 of this Agreement). Such cost savings shall be calculated as the difference between the baseline costs in the Pricebook (the "Baseline Costs") and the charges for equivalent volumes (calculated by reference to the original baseline volumes in the Pricebook). The following will be excluded from the charges for the purposes of this calculation: (i) any spend on Change Management Services, (ii) any incremental charges arising as a result of a change to the Agreement, and (iii) any additional costs reimbursed pursuant to clause 21.3. For the avoidance of doubt, and subject always to clause 21 (Customer Dependencies), to the extent that a cost saving is enabled by the Service Provider but the Customer does not take the necessary action to realise those savings (having agreed such actions as a Customer Dependency with the Service Provider), then the Service Provider shall have no liability with respect to the failure of the Customer to achieve such cost saving; and

1.1.7in the event that a breach of the Service Provider prevents the Customer from running its business in the normal way, the costs of the remedial action necessary so as to re enable such normal running together with the costs of implementing any temporary work-around.

1.6Subject to clause 34.1 and 34.2., the Service Provider's (including its Affiliates) total aggregate liability to the Customer (which includes, for the avoidance of doubt, the UK Customer, US Customer and Bermuda Customer and all other Customer Affiliates) arising under or in connection with the Agreement (including all SOWs and Local Agreements) for all causes of action, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, on indemnity basis or otherwise, for any losses whatsoever and howsoever caused shall not exceed, for all claims in each Contract Year:

1.1.1not used

1.1.2the greater of:

(i) a de minimis amount equal to 200% of the Charges paid by the Customer under the Agreement (including all SOWs and Local Agreements) in the previous Contract Year; and

(ii) two hundred percent (200%) of the total Charges paid or payable under the Agreement (including all SOWs and Local Agreements) in the relevant Contract Year prior to the date which the first claim in that Contract Year arises.

For the avoidance of doubt, the annual cap that applies to any one claim shall be that of the Contract Year in which the event (or first in a series of events) that gave rise to the claim in question occurs.

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1.7Subject to clause 34.1 and 34.3, the Customer's total aggregate liability in each Contract Year under or in connection with this Agreement (including all SOWs and Local Agreements) shall not exceed the total amounts paid or payable under the Agreement (including all SOWs and Local Agreements) in the Contract Year in which the claim arises. For the avoidance of doubt, the annual cap that applies to my one claim shall be that of the Contract Year in which the event (or first in a series of events) that gave rise to the claim in question occurs,

1.8For the avoidance of doubt, the Parties acknowledge that in accordance with Relevant Law, any claim for damages shall be reduced by the amount of Service Credits or Liquidated Damages already paid by the Service Provider to the Customer in respect of the relevant liability so as to avoid double recovery by the Customer.

1.9The phrase "paid or payable" will mean the aggregate of:

1.1.1all relevant amounts already paid by the Customer to the Service Provider; and

1.1.2all relevant amounts invoiced but not yet paid by the Customer to the Service Provider.

1.10In the event that any breach by the Service Provider or any Service Provider Group company of this Agreement, a Local Agreement, SOW and/or any Data Protection Model Clauses results in any losses being suffered by (i) any Customer that is a party to this Agreement (each of the UK Customer, US Customer and/or Bermuda Customer); and/or (ii) any Customer Group Company that is not a party to this Agreement, such losses will be treated as if they had been suffered by the UK Customer and the UK Customer (acting as agent for the US and Bermuda Customers and to the exclusion of any right of the US or Bermuda Customer to also bring any claim in respect of the same loss) may recover any such losses from the Service Provider in accordance with this clause 34. The US Customer and the Bermuda Customer and any Customer Group Company that is not a party to this Agreement (including any Local Agreement, SOW or any Data Protection Model Clauses) may only recover its losses directly from the Service Provider if the UK Customer is prohibited by law from doing so. For the purposes of this clause 3,4,10, any losses suffered by any Customer Group Company that is not a party to this Agreement (including any local Agreement, SOW or any Data Protection Model Clauses) will not be treated as being indirect or consequent al in terms of this clause 34 simply because it has been suffered by that Customer Group company and not by a Customer directly.

1.11Nothing in this clause 34 shall relieve the Customer of its obligation to pay all Charges which have been properly incurred under this Agreement.

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35.INSURANCE

1.1The Service Provider shall maintain at its own cost (and on reque.st provide evidence to the Customer in the form of a broker's letter) the following insurance policies with an insurer of good standing (subject to clause 35.2) for the term of this Agreement and six (6) years thereafter:

1.1.1professional liability insurance for a minimum amount of £10,000,000 (ten million GBP) per claim and annual aggregate;

1.1.2public and product liability insurance for a minimum amount of £10,000,000 (ten million GBP) per claim and annual aggregate; and

1.1.3employer's liability insurance for a minimum amount of £10,000,000 (ten million GBP).

1.2The Service Provider shall not take out or hold any of the insurance coverage described in clause 35.1 with the Customer or any member of the Customer Group without the Customer's prior written consent.

1.3The Service Provider shall not during the term of this Agreement and for a period of six (6) years thereafter act or refrain from acting in such a way as would entitle the underwriter(s) of the policies required by clause 35.1 above to avoid or negate their liability to deal with any claim(s) which would otherwise be covered.

1.4The Service Provider shall, whenever reasonably requested by the Customer, provide evidence of such insurance and of its currency.

Part ITERMINATION

36.TERMINATION

Customer Termination Rights

1.1The Customer may terminate for convenience this Agreement (in whole or in part) on ninety (90) days' notice.

1.2Early Termination Payments

1.1.1If the Customer terminates this Agreement pursuant to clause 36.1 or the Supplier terminates this Agreement pursuant to clause 36.7, the Customer shall pay the Service Provider a sum equal to the Remaining Minimum Spend Commitment.

1.1.2If the Customer terminates this Agreement pursuant to clause 36.4.4 (Material Adverse Change) or clause 36.4.5 (Change of Control), it shall pay the Service Provider a sum equal to 70% of the Remaining Minimum Spend Commitment.

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1.1.3In addition to any sums that are due under clauses 36.2.1 or 36.2.2, the Customer shall also pay: (i) any additional applicable Early Termination Payments the parties may agree after the Effective Date in accordance with paragraph 25.1.2 of Schedule 10; and (ii) any due and payable invoices for Services performed up to the date of such termination.

1.1.4The Service Provider agrees that such payments shall be the Service Provider's sole and exclusive remedies in connection with any early termination itself and that beyond such payments mentioned above, no damages or compensation for early termination shall be payable; provided always that this shall be without prejudice to the rights and remedies of the Service Provider at law in respect of the recovery of any damages which arise due to breach of this Agreement by the Customer (whether connected with the event giving rise to the early termination or not).

1.3The Customer may terminate the Agreement for material breach by the Service Provider, immediately if it is not capable of remedy, or after thirty (30) days from the Customer providing the Service Provider with written notice of the material breach if it is capable of remedy but remains unremedied.

1.4The Customer may also terminate the Agreement:

1.1.1immediately if an Insolvency Event occurs with respect to the Service Provider;

1.1.2upon thirty (30) days' written notice where the Service Provider persistently breaches the Agreement;

1.1.3not used;

1.1.4immediately where a Material Adverse Change occurs in relation to the Service Provider and the process outlined in that definition has been exhausted;

1.1.5on a no-fault basis, in the event there is a Change of Control of the Service Provider (other than an internal re-organisation within the Service Provider Group) which raises a legitimate concern for the Customer and: (a) immediately where termination is required or requested by a Regulator; or (b) on thirty (30) days' notice where the new controlling entity: (i) has significantly worse financial standing than the Service Provider; (ii) is a direct competitor of the Customer; or (iii) is involved in an industry for which association would be reasonably likely to bring the Customer into disrepute, provided that the Customer gives notice to terminate on this basis within ninety (90) days following the Customer becoming aware of the Change of Control, such notice to specify the. date upon which termination shall become effective;

1.1.6immediately for any breach of this Agreement by the Service Provider: (i) which causes a Regulator to require or request that the Agreement is

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terminated as a result of the breach; (ii) to the extent that the breach is the chief and direct cause of a Regulator imposing a fine on the Customer or any member of the Customer Group; or (iii) to the extent the breach causes the Customer to breach a specific legal requirement which in turn is likely to cause regulatory problems for the Customer or any member of the Customer Group, and the nature of and impact on the Services of such a legal requirement have been set out in the applicable SOW or in this Agreement;

1.1.7upon thirty (30) days' written notice in the event of a Material Service Failure;

1.1.8upon thirty (30) days' written notice where there is repeated failure by the Service Provider to engage with the governance procedures set out in this Agreement, including but not limited to, Schedule 12 (Governance and Service Management) where, following formal notice from the Customer, the Service Provider either:

1.1.1.1fails to address and propose a plan to solve the concerns identified by the Customer within thirty (30) days of a notice requiring it do so; or

1.1.1.2fails to then deliver on the plan proposed by it pursuant to this clause by the dates specified in the plan;

1.1.9upon thirty (30) days' written notice in the event any breach of this Agreement by the Service Provider has a material adverse impact on the Customer's reputation (or that of the Customer Group) or leads to material adverse publicity; or

1.1.10as set out in clause 31.4.

1.5If the Customer terminates this Agreement in whole or in part and the Customer has paid any Charges in advance for Services it has not yet received, an amount equal to such Charges shall be repayable, subject to a pro-rated reduction.

1.6If the Service Provider believes that any termination by the Customer constitutes a wrongful repudiation of the Agreement, then the Service Provider agrees that it will not affirm the Agreement provided that the termination by the Customer occurs at a time when the Customer is entitled to terminate the Agreement or relevant Statement of Work for convenience. Any wrongful repudiation made in those circumstances shall, if proven, be deemed to be termination for convenience by the Customer and the Customer shall be liable to pay to the Service Provider all amounts (including termination charges) payable on or In connection with termination for convenience (and within the timescales for payment of the same) as provided in this Agreement and/or the relevant Statement of Work.

Service Provider Termination Right

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1.7The Service Provider may only terminate this Agreement on written notice to the Customer due to:

1.1.1The Customer's failure to pay undisputed Charges, for which properly submitted invoices have been delivered, by the due date for payment, provided that:

1.1.1.1the Customer fails to remedy the failure to pay within fifteen (15) days of its receipt of the Service Provider's written notice of the failure to pay; and

1.1.1.2the Service Provider provides the Customer a further notice of the failure to pay and the Customer fails to remedy the failure to pay within ninety (90) days of its receipt of such further notice in which case the Service Provider may terminate forthwith;

1.1.2a material breach by the Customer of the licence conditions set out in clause 25.8 which the Customer fails to cure (if capable of cure) within thirty (30) days of a notice requiring it to do so;

1.1.3a breach by the Customer (or any of its Affiliates) of its obligations under clause 26 (Confidential Information), provided the Customer fails to remedy the relevant breach (if capable of remedy) within sixty (60) days of its receipt of the Service Provider's written notice of the relevant breach in which case the Service Provider may terminate forthwith; or

1.1.4the Customer's breach of its obligations under clause 27 (Data Protection) where to continue to provide the Services would put the Service Provider in breach of Relevant Laws in which case the Service Provider may terminate forthwith unless such Relevant Laws allow a cure period and/or a notice period in which case the Customer shall have thirty (30) days to cure and/or be provided notice as applicable.

37.TERMINATION ASSISTANCE/EXIT

1.1Subject to clause 37.4, for up to a maximum period of nine (9) months following the effective date of termination or expiration of the Agreement or following the date of any notice of termination, at the Customer's election and request the Service Provider shall provide Termination Assistance to the Customer at the agreed day rates.

1.2Actions by the Service Provider under this clause 37 shall be subject to the provisions of the Agreement.

1.3Charges for Termination Assistance activities by the Service Provider shall be at the services rates set out in the Rate Card or such lower rates (if any) as specified in an Exit Plan.

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1.4The Service Provider represents and warrants that the Termination Assistance services shall be provided to facilitate the Customer to readily continue the provision of the services in house or by a replacement supplier (working in accordance With Good Industry Practice) and eliminate or minimise any disruption or deterioration of the Service, including, but not limited to, the following:

1.1.1efficient and comprehensive transition;

1.1.2assistance in providing information required to prepare and execute any request for proposal process;

1.1.3knowledge transfer;

1.1.4enabling data migration; and

1.1.5executing any document required for assignment of rights.

1.5The Customer shall procure that any Successor Service Provider shall enter into a confidentiality agreement with the Service Provider on the terms of the Agreed Form NOA.

Part JMISCELLANEOUS PROVISIONS

38.COMPLIANCE WITH LAWS

Generally

1.1The Service Provider shall perform its obligations in a manner that complies with all Service Provider Applicable Regulations. The Service Provides obligations pursuant to this clause shall include identifying and procuring any required permits, certificates, approvals and inspections applicable to the Service Provider or otherwise required by Service Provider Applicable Regulations. If a charge of non-compliance with such Service Provider Applicable Regulation occurs, the Service Provider shall promptly notify the Customer in writing (unless prohibited from doing so under Relevant Law). Any actual failure to so comply with Service Provider Applicable Regulations applicable to the Services shall give the Customer the right to terminate this Agreement for irremediable material breach pursuant to clause 36.3.

1.2The Customer shall notify the Service Provider of any material changes in any Relevant Laws affecting its business and of which it becomes aware in the ordinary course of its business (provided always that this shall not release the Service Provider from its own obligations to keep abreast of all Service Provider Applicable Regulations affecting its business and the ongoing provision of the Services).

1.3Not used.

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1.4The Service Provider shall be responsible for any fines and penalties imposed on the Service Provider or the Customer arising from any non-compliance by the Service Provider, its personnel or agents with any Service Provider Applicable Regulations.

39.TRANSFER OF THIS AGREEMENT

1.1The Customer may assign the Agreement: (i) within the Customer Group; (ii) to any entity that acquires it (provided the entity passes the Service Provider's reasonable ethics and compliance checks); or (iii) with the Service Provider's consent (not to be unreasonably withheld) to any third party, provided in each case that if the Service Provider has bona fide concerns (in its sole discretion) in relation to the assignee's financial standing, the Parties shall meet to discuss those concerns and the Customer shall provide or obtain such financial assurances as the Service Provider may reasonably require. To be clear each of the UK Customer, US Customer and Bermuda Customer must jointly agree any such assignment of this Agreement in full.

1.2Apart from the specific rights to transfer, novate or assign specified in clause 39.1, neither Party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, it is reasonable for the Customer to withhold its consent to any proposed assignment, novation or other transfer by the Service Provider to any person (the "Transferee"), if the Transferee is of lesser financial standing to the Service Provider or has a lesser ability to provide services of the quality required by this Agreement.

1.3The Service Provider shall use its reasonable endeavours to notify the Customer in advance of any Change of Control and in any event shall notify the Customer within ten (10) days of any Change of Control occurring.

40.NO PARTNERSHIP, AGENCY ETC

1.1Nothing in this Agreement is intended to create a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.

41.NOTICES

1.1All formal notices and communications between the Parties and/or to any Affiliate made in the course of this Agreement are to be in writing and shall be deemed to have been received by the addressee at the times stated below, provided that the notice of communication is addressed to the recipient at the address specified below, is marked for the urgent notification of the .specified point of contact as notified in writing to the other Party from time to time in accordance with this clause 41 and is properly franked or otherwise sent postage prepaid:

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1.1.1by first class post, forty-eight (48) hours after dispatch;

1.1.2by email with return receipt acknowledgement, on the next Business Day after the day of dispatch;

1.1.3by hand delivery, immediately upon receipt by the recipient; or

1.1.4if sent by a reputable overnight express mail service with a reliable tracking system, twenty four (24) hours after dispatch.

This clause 41.1, however, shall not apply to the service of any proceedings or documents in any legal action.

1.2The addressees of the Parties for the purpose of this clause 41 and for the purpose of service of proceedings are set out below. Notices must be addressed to:

The Service Provider    The Customer
For the attention of:    For the attention of:
Head of UKI Insurance Practice    General Counsel
1 Kingdom Street,    30 Fenchurch Street
Paddington Central,    London
London    EC3M 3BD
W26BD

With a copy to: Corporate Counsel -    With a copy to: Chief Technology
UKI Insurance Practice    Officer & Group Head of
1 Kingdom Street,    Procurement
Paddington Central,    30 Fenchurch Street
London    London
W26BD    EC3M 3BD

42.THIRD PARTY RIGHTS

1.1A person who is not a Party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, save that Affiliates of the Customer from time to time and Divested Affiliates as referred to below may enforce the benefits granted to them under this Agreement. For the avoidance of doubt however this Agreement may be amended or rescinded by agreement between the Parties (and the UK Customer acting on behalf of the US Customer and Bermuda Customer) without the consent of any third party.

1.2At the Customer's discretion and upon notice to the Service Provider of the divestment, any Divested Affiliate shall be entitled (at no additional charge to it or the Customer other than in respect of any separation costs identified and agreed pursuant to the Contract Change Control Procedure) to continue to receive the Services, which it has been receiving pursuant to this Agreement (including the governance regime in Schedule 12 and the invoicing regime in

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Schedule 10, for a period of up to two (2) years from the date of completion of such divestment or the date of notice whichever is later, such period to co-terminate with the Term and provided that: (i) the overall liability of Service Provider under this Agreement, any Local Agreement or SOW to the Customer, the Divested Affiliate and any of the beneficiaries does not increase; and (ii) the Divested Affiliate passes the Service Provider's reasonable ethics and compliance checks. The Divested Affiliate shall enjoy the same unit charges for the Run Services save for the Common Services Charges. Changes to the Common Service Charges and any separation costs will be agreed pursuant to Contract Change Control Procedure. The Customer shall be responsible for compliance by such Divested Affiliate to the relevant terms and conditions of this Agreement, including the payment obligations in clause 22 (Charges) for the Services received by the Divested Affiliate and shall be responsible for payment in the event the Divested Affiliate fails to pay the Service Provider. Any changes to the relevant Services or additional requirements (for example, separate invoices for the Customer and Divested Affiliate) or other commercial impact (including to Charges) resulting from the activities contemplated in this clause shall be agreed in accordance with the Contract Change Control Procedure.

43.SURVIVAL

1.1Those clauses that by their nature are intended to survive the termination or expiry of this Agreement, shall so survive.

44.SEVERABILITY

1.1If any provision of this Agreement or any part of any provision is determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and the validity and enforceability, of any of the other provisions or the remainder of any such provision shall not to be affected. If any clause is rendered void or unenforceable, whether wholly or in part, the Service Provider and the Customer shall endeavour, without delay and in good faith discussions, to attain the economic and/or other intended result in another legally permissible manner.

45.ENTIRE AGREEMENT

1.1This Agreement constitutes the entire understanding between the Parties relating to the subject matter of this Agreement and, save as may be expressly referred to in this Agreement, supersedes all prior representations, writings, negotiations or understandings relating to the subject matter of this Agreement.

1.2Except in respect of any fraudulent misrepresentation made by a Party, the Parties acknowledge that they have not relied on any representations,

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writings, negotiations or understandings, whether express or implied, (other than as set out in this Agreement) in entering into this Agreement.

1.3Nothing in this clause 45 is intended to exclude a party's liability for fraud, fraudulent misrepresentation or any other liability which cannot, by law, be excluded.

46.WAIVER

1.1No delay, neglect, or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement shall be or shall be deemed to be a waiver or in any way prejudice any right of that Party under this Agreement. Any waiver by either Party of any of its rights under this Agreement must be in writing and only applies to the transaction or series of transactions expressly referred to in such waiver.

47.CORPORATE SOCIAL RESPONSIBILITY, COMPLIANCE WITH LAWS AND LLOYDS CENTRE OF EXCELLENCE

Anti-Bribery

1.1Each Party shall comply with all Relevant Laws relating to anti-bribery and anti-corruption including (but not limited to) the UK Bribery Act 2010 and all relevant US requirements.

Modern Slavery

1.2Without prejudice to any other provisions in this Agreement, the Service Provider shall, and shall procure that all persons who will or may be used in performing or to support the performance of this Agreement in any part of the world ("Supply Chain") shall, at all relevant times:

1.1.1comply with the provisions of the Modern Slavery Act 2015 and all Relevant Laws made under it or relating to it ("MSA"), and ensure that all relevant Service Provider Personnel have received appropriate training on the same;

1.1.2comply with any Customer policy relating to modern slavery and/or human trafficking as is notified to the Service Provider by the Customer from time to time; and

1.1.3immediately notify the Customer's Head of Procurement in writing if it has reason to believe that it or any member of its Supply Chain is in breach or is likely to breach any of the MSA or any provisions of these clauses 47.2 to 47.4 (or would do so if it were a party to this Agreement), or if it receives a communication from any person alleging breach of any of the MSA.

1.3The Service Provider shall maintain detailed, accurate and up-to-date records setting out:

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1.1.1its staff hiring procedures;

1.1.2its supplier selection processes; and

1.1.3the steps it takes to ensure that it and each member of its Supply Chain is not engaged in the activities prohibited by the MSA, and shall promptly provide copies of such records to the Customer on the Customer's request.

1.4On the Customer's reasonable request, the Service Provider shall make, and shall require any relevant member of its Supply Chain to make, such adjustments to its processes that relate to staff hiring and supplier selection as the Customer reasonably considers to be desirable to address any risk of non-compliance with the MSA.

Environment

1.5The Service Provider shall ensure that its performance of the Services shall comply with all applicable environmental laws, statutes, regulations and relevant government issued guidance.

Health & Safety

1.6The Service Provider shall at times throughout the Term comply with all Relevant Laws relating to health and safety including (but not limited to) the Health and Safety at Work etc. Act 1974 and shall maintain a written health & safety policy.

Equal Opportunities

1.7The Service Provider shall at all times throughout the Term comply with all Relevant Law relating to equal opportunities, including, (but not limited to) the Equality Act 2010.

Compliance with Competition Laws

1.8The Service Provider confirms that it has not colluded with any third parties in relation to the Charges and that it shall comply with all Relevant Laws relating to competition and anti,-trust including (but not limited to) the UK Competition Act 1998 and all relevant US requirements.

Compliance with Import/Export Laws

1.9The Customer agrees to notify Service Provider of (1) any requirements for Deliverables or (2) any other technology, technical data or information to which the Service Provider will have access as a result of the Services that, in either case, will subject the Deliverables or the other technology, technical data or information to control under applicable export regulations under any classification other th.an EAR99 (or its non-U.S. equivalent) and, in such event, will (i) identify to the Service Provider the applicable regulations (e.g.

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EAR or ITAR) and classifications (e.g. ECCN) and (ii) follow such guidelines as the Service Provider may communicate to the Customer that reasonably are required to avoid violations. Subject to and except for the foregoing, the Service Provider agrees to notify the Customer of any technology, technical data or information that it will provide to the Customer pursuant to this Agreement that is subject to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, will (i) identify to the Customer the applicable regulations (e.g. EAR or ITAR) and classifications (e.g. ECCN) and (ii) follow such guidelines as the Customer may communicate to the Service Provider that reasonably are required to avoid violations. Subject to the foregoing the Service Provider shall comply with all Relevant Laws with respect to the Service Provider's export and/or import of systems, dual-use items, materials, data, information and technologies necessary for the provision of the Services to each Customer Site (including those comprising the Deliverables) and with applicable embargoes, sanctions, and similar restrictions in force from time to time (including by determining and obtaining all relevant import and/or export authorisations). Notwithstanding the foregoing, the Customer agrees that it will not provide the Service Provider with any technology, technical data or information that is subject to control under the International Traffic in Arms Regulations (ITAR). In the event that the Customer wishes to provide the Service Provider with ITAR-controlled technology, technical data or information, the Customer will notify the Service Provider in writing of such intent, and the Parties agree to cooperate to determine the appropriate agreements and controls, if any, required before the Customer makes such disclosure.

Lloyd's Centre of Excellence

1.10The Customer expects the Service Provider to demonstrate a commitment to developing its knowledge of the London insurance market during the Term. Accordingly, the Service Provider shall commit to:

1.1.1engaging with external consultants to develop training materials and to obtain a deeper understanding of Lloyd's of London performance standards and requirements;

1.1.2developing and delivering training and certification programmes for Service Provider Personnel delivering the Services;

1.1.3increasing the general pool of Service Provider staff who are familiar with Lloyd's of London operations;

1.1.4promoting the sharing of experience across the Service Provider's and its Affiliate's clients in the Lloyd's of London market including by promoting opportunities for such clients to network and share experiences;

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1.1.5inviting Lloyd's of London staff to participate as a guest teachers/ lecturers; and

1.1.6identifying best practices across all the clients of the Service Provider and its Affiliates in the insurance sector and applying such best practice to services in areas regulated by Lloyd's of London including by recommending enhancements to processes.

48.CUMULATIVE REMEDIES

1.1Except as otherwise expressly provided in this Agreement, remedies provided under this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

49.DISPUTE RESOLUTION

1.1Any dispute between the Parties arising out of or relating to the Agreement, including with respect to the interpretation of any provision of the Agreement, shall be dealt with as follows:

1.1.1by the respective Contract Managers appointed under the Agreement; and if the dispute is not resolved by the Contract Managers;

1.1.2then by the Customer's Chief Technology Officer (or his or her designated nominee) and a person of equivalent standing in the Service Provider's organisation; and

1.1.3then by the Customer's Chief Operating Officer (or his/her designated nominee) and a person of equivalent standing in the Service Provider's organisation.

1.2Any dispute, controversy or claim arising under, out of, in connection with, or in relation to the Agreement which cannot be settled as provided for above may then be referred by the Parties to:

1.1.1mediation by a neutral mediator accredited by the Centre for Dispute Resolution (CEDR); and

1.1.2then, if the Parties fail to reach agreement during the mediation process within sixty (60) days of the mediator being appointed, Arbitration in London under the LCIA Rules,

in order for the Parties to attempt to resolve such dispute.

1.3Notwithstanding clauses 49.1 and 49.2, the Parties shall be free at any time to commence legal proceedings in order to seek emergency or injunctive relief.

50.COUNTERPARTS

1.1This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one

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Agreement binding on the Parties, notwithstanding that both Parties are not signatories to the original or the same counterpart.

51.GOVERNING LAW AND JURISDICTION

1.1The Agreement and all matters arising out of or in connection with it (including any dispute or claim) shall be governed and construed in accordance with the Laws of England and Wales and made subject to the exclusive jurisdiction of the Courts of England.

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AGREED by the Parties through their duly authorised representatives on the date written at the top of the first page of this Agreement:

For and on behalf of    )

ASPEN INSURANCE UK SERVICES LIMITED    )

/s/ Michael Cain

Name: Michael Cain

Title: Director

For and on behalf of    )

ASPEN INSURANCE U.S. SERVICES INC.    )

/s/ Michael Cain

Name: Michael Cain

Title: Director

For and on behalf of    )

ASPEN BERMUDA LIMITED    )

/s/ Mark Pickering

Name: Mark Pickering

Title: Director

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For and on behalf of    )

COGNIZANT WORLDWIDE LIMITED    )

/s/ Frank Marty

Name: Frank Marty

Title: Authorized Person

For the purposes of acknowledging that Cognizant Technology Solutions US Corporation will be providing services on behalf of Cognizant Worldwide Limited in the United States only:

COGNIZANT TECHNOLOGY SOLUTIONS US CORPORATION

/s/ Christopher H. Privette

Name: Christopher H. Privette

Title: Corporate Counsel

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SCHEDULE 1

DEFINITIONS

The Parties agree that for any defined term in this Agreement for which a definition has not been provided in this Schedule 1 (Definitions) but for which there is an ITIL definition, the ITIL definition in place as at the Effective Date shall apply.

A.The Parties acknowledge that, save as set out in paragraph B below, for expediency they have not sought to amend the definitions set out in the Original Agreement to reflect the revised scope and structure of the Services in this Agreement as at the Effective Date. Accordingly, and notwithstanding any provision of this Agreement to the contrary, the Parties agree:

(i)a definition below shall only apply where such defined term is expressly used in either the front end of the Agreement or one of its Schedules or Annexes; and

(ii)if there is any ambiguity or error in relation to any definition set out below, the Parties shall resolve such ambiguity or error by reference to the Original Agreement in conjunction with this Agreement (which, for the avoidance of doubt, has been updated to reflect the contractual re-set as at the Effective Date) and/ or any applicable executed CCNs.

B.For information, certain new definitions have been added into this Schedule 1 to reflect the terms of the Agreement.

The following definitions apply in this Agreement:

3rd Party Support Services has the meaning given in section 2.9 of Schedule 2, Annex 2.

Acceptance Certificate means a written notice, issued by the Customer in accordance with clause 6.5, certifying that an Acceptance Item has passed (in full, or conditionally) the relevant acceptance tests.

Acceptance Criteria means the mutually agreed objective criteria which an Acceptance Item must satisfy during the acceptance tests as set out in this Agreement before the Customer is required to issue an Acceptance Certificate for that Acceptance Item.

Acceptance Item means any Deliverable or Service or any other item expressed to be subject to acceptance testing under this Agreement.

Acceptance Test means any test set out in this Agreement or agreed between the Parties for the acceptance of Acceptance Items pursuant to clause 6 of this Agreement and references to “accepting testing” and/or “Acceptance Testing” shall be construed accordingly.

Acceptance Test Plan means the plan for acceptance testing agreed between the parties whether pursuant to paragraph 4.1.4 of Schedule 8 (Transition and Transformation)or otherwise as part of the Change Projects.

Active Directory Management Services has the meaning given in section 2.7 of Schedule 2, Annex 2.

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Affiliate means any other person that, directly or indirectly, through one or more intermediaries, is controlled by or under common control with a Party or in the case of another legal entity, controlled by or under common control with such other legal entity. For the purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of shares, the holding of voting power, by contract or otherwise.

Agreed Form NDA means the form of non-disclosure agreement set out in Schedule 15 (Exit Plan and Service Transfer Arrangements).

Agreement means this agreement, the schedules, appendices and attachments.    

Agreement Terms has the meaning set out in paragraph 2.1 of Schedule 9 (Form of Local Agreement).

Annual Minimum Spend Commitment has the meaning set out in paragraph 6 of Schedule 10 (Pricebook, Charges and Invoicing).

Applicable Data Protection Law has the meaning set out in paragraph 1 of Schedule 21 (Data Processing and Transfer).

Applicable Increase has the meaning set out in paragraph 4.2 of Schedule 10 (Pricebook, Charges and Invoicing).

Application means Customer used computer software or device software.

Application Management Charges means the Charges for the Application Management Services as set out in section 11 of Schedule 10.

Application Management Services has the meaning set out in paragraph 1.1.2(c) of Schedule 2 (Service Descriptions).

Approved Sub-contractor has the same meaning as Sub-contractor.

Asset Management has the meaning given in section 2.1 of Schedule 2, Annex 1.

At Risk Amount has the meaning given to it in paragraph 5.7 of Schedule 3 (Service Levels and Service Credits).

Availability Management has the meaning given in section 2.1 of Schedule 2, Annex 1.

BAFO has the meaning set out in Recital D.

Balanced Scorecard has the meaning given to it in paragraph 9.1 of Schedule 12 (Governance and Service Management) asfurther described in Appendix 12-A to Schedule 12 (Governance and Service Management).

Baseline Costs has the meaning given in clause 34.5.6.

BCDR has the meaning set out in paragraph 24.1 of Schedule 10 (Pricebook, Charges and Invoicing).

BCP Test has the meaning set out in paragraph 4.1 of Schedule 16 (Business Continuity and DR Plan).

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Benchmark means the process of carrying out a benchmark review pursuant to Schedule 11 (Benchmarking). ‘Benchmarking’ shall be construed accordingly.

Benchmark Notice has the meaning set out in paragraph 1.2 of Schedule 11 (Benchmarking).

Benchmark Parameters shall have the meaning given to it in paragraph 5.2 of Schedule 11 (Benchmarking).

Benchmark Report shall have the meaning given to it in paragraph 6.1.5 of Schedule 11 (Benchmarking) and is also referred to as a Benchmarking Report.

Benchmarked Services has the meaning given to it in paragraph 1.1 of Schedule 11 (Benchmarking).

Benchmarker has the meaning set out in paragraph 2.6 of Schedule 11 (Benchmarking).

Benchmarking Agreement has the meaning given to it in paragraph 2.7.1 of Schedule 11 (Benchmarking).

Benchmarking Report means the report of a Benchmarker commissioned by the Parties in accordance with Schedule 11 (Benchmarking), also referred to as a Benchmark Report.

Bermuda Customer has the meaning set out at the Parties section of the Agreement.

Bundle has the meaning set out in paragraph 15.3 of Schedule 10 (Pricebook, Charges and Invoicing).

Business Continuity Plan means the business continuity plan to be developed pursuant to Schedule 16 (Business Continuity and DR Plan).

Business Day means a day other than a Saturday, Sunday or Bank holiday in England, Bermuda or relevant US States.

Business Impact Initiatives has the meaning set out in paragraph 20.1 of Schedule 10 (Pricebook, Charges and Invoicing).

Calendar Quarter means any one of the following four periods of three months that make up a Calendar Year: 1st January to 31st March (quarter 1); 1st April to 30th June (quarter 2); 1st July to 30th September (quarter 3) and 1st October to 31st December (quarter 4).

Calendar Year means the period of 365 (or 366 as applicable) days starting from the first (1st) day of January and ending on the thirty first (31st) day of December.

Capacity Management has the meaning given in ITILas at the Effective Date.

Carried Over Pool Amount has the meaning set out in paragraph 21.1.6 of Schedule 10 (Pricebook, Charges and Invoicing).

Catalogue Item means an item listed as such in the Service Catalogue in Appendix 10-K.

Centre of Excellence or COE has the meaning given to it in paragraph 3.4.1 of Schedule 2 Annex 5.

Change means any change to this Agreement and/or provision of the Deliverables and/or Services agreed between the Parties in accordance with Schedule 13 (Contract Change Control Procedure).

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Change Authority means the entity with the responsibilities described in paragraph 6.1 of Schedule 12 (Governance and Service Management).

Change Control Note shall be a document agreed between the Parties in the form set out in Appendix 1 to Schedule 13 (Contract Change Control Procedure) that records a Change.

Change Management Advisory Board (CAB) has the meaning given in section 3.2.2 of Schedule 2, Annex 1.

Change Management Charges means the Charges for the Change Management Services as set out in section 13 of – Schedule 10.

Change Management Services has the meaning set out in paragraph 1.1.2(d) of Schedule 2 (Service Descriptions).

Change of Control means a change in Control of the Service Provider.

Change Project has the meaning set out in paragraph 3.3.1 of Annex 5 to Schedule 2and will include Large Projects and Small Projects.

Change Request means a written request from either party to vary the terms of this Agreement pursuant to the procedure set out in Schedule 13 (Contract Change Control Procedure).

Charges means the aggregate charges payable by the Customer to the Service Provider under this Agreement and as are more particularly set out in Schedule 10 (Pricebook, Charges and Invoicing).

CIO / Head of Change is the Service Provider’s senior management role assigned to oversee the entire Agreement and to lead the Change Management Services as defined in Schedule 17, section 1.9.

Claim has the meaning set out in clause 30.4.1.

Commercially Reasonable Efforts means that the Party obliged to perform shall take all such steps and perform in such a manner as if it were acting in a determined, prudent and reasonable manner in order to achieve the desired result for its own benefit.

Commercial Review Meeting means the ITO Commercial Board Meeting described in section 4.2(c) of Schedule 12.

Committed Transformation means the Transformation Projects to be completed prior to or after completion of Transition in order to deliver committed price reductions and/or service improvements and whose scope is either agreed prior to the Effective Date or identified prior to the Effective Date with a plan to finalise the details of the same to be agreed during Transition, as further described in Part B of Appendix 1 of Schedule 8.

Committed Transformation Managers has the meaning given to it in paragraph 5.2 of Schedule 8 (Transition & Transformation)

Committed Transformation Services means the services provided by the Service Provider to deliver Committed Transformation.

Common Service Charges means the Charges for the Common Services as set out in section 8 of Schedule 10.

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Common Services has the meaning set out in paragraph 1.1.2(a) of Schedule 2 (Service Descriptions).

Comparative Charges has the meaning set out in paragraph 1.3 of Schedule 11 (Benchmarking).

Comparators has the meaning given to it in paragraph 5.2 of Schedule 11 (Benchmarking).

Compromise Assessment means an objective survey of the Customer’s Environment and its devices to discover unknown security breaches, malware and unauthorised access.

Confidential Information means in relation to either Party to this Agreement (“first party”) any and all information in whatever form (whether oral, tangible or documented), that (a) is by its nature confidential; or (b) the other party knows or ought to know is confidential; or (c) is designated by the first party as confidential including the following which are hereby designated by the first party as confidential information of that party: (i) in the case of the Customer, all Deliverables; (ii) information relating to the financial position of the first party (or any of its Affiliates) and in particular includes information relating to the assets or liabilities of the first party (or any of its Affiliates), budgets, sales, and any other matter that does or may affect the financial position or reputation of the party (or any of its Affiliates); (iii) information relating to the business strategies of the first party (or any of its Affiliates) and in particular including marketing, public relations, advertising and commerce plans, ideas, strategies, projections and other information (including related to electronic sales), business plans, real estate plans, strategic expansion plans, products and product designs; (iv) information relating to the first party’s (or any of its Affiliate's) customers, contractors or sub-contractors; (v) any information derived from the information described in (i) to (iv) above; and is disclosed to or otherwise learnt, acquired or developed by the other Party in connection with this Agreement (or its subject matter).

Configuration Items has the meaning given in ITIL as at the Effective Date.

Configuration Management has the meaning given in section 2.1.6 of Schedule 2, Annex 1.

Consultant has the meaning given in clause 33.1 (Enhanced Co-operation).

Consultant Costs has the meaning given in clause 33.10 (Enhanced Co-operation).

Continual Service Improvement or CSI means the same as the ITIL term “Continual Improvement” as at the Effective Date.

Continuation Services means the Services (other than Termination Assistance) which the Customer may continue to require the Service Provider to provide during the Termination Assistance Period.

Contract Change Control Procedure or ‘CCP’ means the process for modifying the provision of the Services or the Agreement as set out in Schedule 13 (Contract Change Control Procedure).

Contract Manager means the person appointed by each party to represent it in relation to day to day matters arising in relation to the Services and this Agreement, as defined in Schedule 12, paragraph 1.3.

Contract Year means each twelve (12) month period from 1 January to 31 December, with Contract Year 0 starting on the Effective Date and ending on 31 December 2020 and Contract Year 1 starting on 1 January 2021 and ending on 31 December 2021.

Control shall mean the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise.

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Control Assessment has the meaning given in Section 6.1 of Schedule 8 Appendix 08-A.

Core has the meaning given in paragraph 13.4 of Schedule 10.

COTS Vendor has the meaning set out at clause 25.12.1.

Critical Service Level means a Service Level listed in Appendix 3-A which has Service Credits allocated to it.

Customer Applicable Regulations means (i) Relevant Laws which are in force from time to time during the Term, including any amendments to any or all of them, and which apply to the Customer and the Customer Group and/or their use of or receipt of the Services but which in each case are not Service Provider Applicable Regulations; and (ii) those things deemed to be Customer Applicable Regulations pursuant to the definition of Service Provider Applicable Regulations.

Customer Change ManagementLead means the Customer representative that is responsible for Change Management activity.

Customer COE Lead means the Customer’s primary contact point for the relevant COE.

Customer Data means information regarding or relating to the Customer or the Customer Group that is provided to the Service Provider pursuant to this Agreement.

Customer Dependencies means the obligations of the Customer which are identified as a Customer Dependency in the Agreement, a SOW, Schedule 4 (Customer Dependencies), or Appendix 1 of Schedule 8 (Transition and Transformation).

Customer Environment means the Customer’s IT and business operations which receive the Services.

Customer Equipment has the meaning given to it in clause 13.1 (Equipment and Software).

Customer Future Transformation Manager has the meaning given to it in paragraph 7.1.2 in Schedule 8 (Transition and Transformation).

Customer Group means each of the UK Customer, US Customer and Bermuda Customer and their Affiliates.

Customer Group Company has the meaning set out in Schedule 9 (Form of Local Agreement).

Customer Indemnified Items means all Customer Material, Customer Software, Customer Hardware, Customer Equipment, Customer Data and Customer IPR (other than modifications or enhancements to any of the foregoing delivered by the Service Provider, its Affiliates and/or its Sub-contractors).

Customer Indemnities has the meaning set out in clause 30.2 of this Agreement.

Customer Individual has the meaning set out in paragraph 1.3(a) of Schedule 12 (Governance and Service Management).

Customer IPR means any IPRs owned by or licensed to the Customer or its Affiliates (including Third Party Materials) and licenced by or otherwise made available by or on behalf of the Customer to the Service Provider or its Affiliates (including modifications and enhancements) to be used by the

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Customer (including its Group) or the Service Provider in receiving or providing the Services (including development of any Deliverables).

Customer Locations or Customer Sites means the locations and sites from which the Customer operates and to which the Service Provider will require access in order to provide the Services from time to time, as set out in the Procedures Manual and/or Schedule 22 (Locations and Site Licence).

Customer Location Policies has the meaning set out in clause 16.1.

Customer Material means any Material owned by or licensed to the Customer or its Affiliates (and any modifications to that Material).

Customer Parties means the UK Customer, the US Customer and the Bermuda Customer, each being a Customer Party.

Customer Personal Data means any personal data described in a SOW or Schedule 21 (Data Transfer and Processing) and supplied by a Customer Group company to the Service Provider or a Service Provider Affiliate under this Agreement for processing and/or which the Service Provider (and/or any Sub-contractor) generates, collects, stores, transmits or otherwise processes on behalf of a Customer Group company or as a data processor in connection with this Agreement.

Customer Personnel means the directors, officers, employees, agents, agency workers, contractors and sub-contractors of the Customer Group and its sub-contractors (other than the Service Provider and its Affiliates).

Customer Representative means the Customer Contract Manager or its appointed alternative contact.

Customer SME means an appropriate Customer representative.

Customer Software means the computer programs (whether in machine or optically readable format) and all Materials relating to such computer programs, owned, licenced or used by the Customer and/or its Affiliates.

Customer Systems means the Customer Software and any Equipment and/or Tools owned or used by the Customer and/or its Affiliates.

Data Exporter has the meaning set out in paragraph 1 of Schedule 21 (Data Processing and Transfer).

Data Importer has the meaning set out in paragraph 1 of Schedule 21 (Data Processing and Transfer).

Data Protection Legislation means all laws relating the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC (as will be superseded by the EU General Data Protection Regulation 2016/679 (“GDPR”)), the EU Privacy and Electronic Communications Directive 2002/58/EC, and the Bermuda Personal Information Protection Act 2016, as implemented in each jurisdiction, and all amendments, or all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance. The terms data controller, data processor, data subject, personal data, process/processing, special categories of data and supervisory authority shall have the meanings ascribed to them in the GDPR.

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Data Protection Model Clauses means standardised contractual clauses to ensure that any personal data leaving the EEA will be transferred in compliance with Data Protection Legislation, a copy of which is set out in the Annex to Schedule 21 (Data Processing and Transfer).

Database Management Services has the meaning given in section 2.5 of Schedule 2, Annex 2.

Dedicated Licences are licences which the Service Provider has purchased specifically for the Customer to use to receive the Services and excludes licences for Service Provider Tools and COTS Vendor software or services.

Dedicated Third Party Contracts means a third party contract designated as such in Schedule 15 (Exit Plan and Service Transfer Arrangement).

Delay Notice as defined in clause 5.1 (Delay).

Deliverable means any tangible item or output required to be provided by the Service Provider to the Customer under this Agreement or a SOW.

Deliverable Acceptance Document means a document setting out the acceptance requirements for the relevant Deliverable as may be agreed between the Parties pursuant to Schedule 8 (Transition and Transformation).

Design Authorities has the meaning set out in paragraph 6.1 of Schedule 12 Governance and Service Management.

Designated Areas means those areas designated as such in accordance with Schedule 22 (Location and Site Licence) to this Agreement.

Deskside Support has the meaning given in section 1.1 of Schedule 2, Annex 3.

Detailed Design or Detailed Design Phase refers to the design phase of a project where the exact scope and requirements are defined and agreed for all Committed Transformations stated in Part B of Appendix 8-A (Transition and Transformation).

Developed IPR means those materials and Intellectual Property Rights created specifically for the Customer pursuant to this Agreement or any SOW or Local Agreement but excluding: (i), modifications, enhancements or derivatives of Service Provider IPR; or (ii) any materials or other Intellectual Property Rights the creation of which falls outside the scope of the Services.

Digital Product has the meaning set out in clause 25.11 of this Agreement.

Disaster means any disruption to the performance or receipt of the Services (whether caused by a natural or a man-made phenomenon or occurrence) that requires the implementation of the Disaster Recovery Plan and which is acknowledged to be a Disaster by the Customer.

Disaster Recovery Plan means a disaster recovery plan to be developed pursuant to Schedule 16 (Business Continuity and DR Plan).

Disclosing Party means the Party which discloses its Confidential Information to the other Party.

Discount Percentage means the volume discount to be applied to the Change Management Charges pursuant to section 21 of Schedule 10.

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Dispatch Sites means those Customer Locations that do not have a Service Provider On-Site based presence.

Dispute Resolution Procedure means the procedure set out in clause 49 (Dispute Resolution).

Divested Affiliate means any entity which has been, during the term of this Agreement, an Affiliate of the Customer, and which subsequently ceases to be an Affiliate of the Customer.

Documentation means all documentation including user manuals or other operating manuals relating to a Deliverable or the Services.

Duration of Commitment has the meaning set out in paragraph 1 of Schedule 18 (Key Personnel).

Effective Date means 23rd November 2020.

Employment Costs has the meaning set out in clause 15.2 (Personnel).

Employment Liabilities mean all claims and employment related costs, including but not limited to claims for salary and benefits, redundancy payments, unlawful deductions from wages, unfair, wrongful or constructive dismissal compensation, compensation for age, sex, race or disability discrimination or discrimination on the grounds of religion, belief, age or sexual orientation or claims for equal pay, compensation for less favourable treatment of part-time workers, and any other claims whether in tort (including negligence), contract or statute or otherwise, and any demands, actions, proceedings and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs and expenses reasonably incurred in connection with a claim or investigation, and any expenses and legal costs on an indemnity basis.

End-to-End Service has the definition set out in Schedule 14.

End User means an individual authorised by the Customer to use and access the Customer’s systems and who is enabled on the Customer’s active directory.

End User Contact has the meaning given in section 3.1.1 of Schedule 2, Annex 3.

End User Devices means the devices as listed in Appendix 2-B tab “End User”.

Environment means the composite Hardware, Software, Network Resources and Services required for the existence, operation and management of an Enterprise IT service.

Equipment means all components, materials, plant, tools, test equipment, hardware, firmware, computing and data communications equipment and any related documentation used in the provision of the Services.

Equivalent Services has the meaning given to it in paragraph 1.3 of Schedule 11 (Benchmarking).

Escrow Agreement means an agreement entered into by the Parties pursuant to clauses 25.14 and 25.15, on the then applicable NCC standard form single user terms.

Executive Escalation (a) has the meaning given in clause 8.5.1.

Executive Escalation (b) has the meaning given in clause 8.5.2.

Executive Sponsor is the person in the Service Provider’s organisation who is a member of the executive leadership of the Service Provider (UK or globally) and ultimately responsible to the Service

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Provider’s corporate leadership for the success of the IT outsourcing arrangement. As at the Effective Date, this is the Head of the Service Provider’s UK and Ireland region.

Existing Performance Data has the meaning set out in paragraph 2.6 of Schedule 3 (Service Levels and Service Credits.

Existing Service Levels means those Service Levels defined as Service Level Type 1 in Appendix 3-A of Schedule 3 (Service Levels and Service Credits).

Exit Information has the meaning given to it in paragraph 5.1 of Schedule 15 (Exit Plan and Service Transfer Arrangements).

Exit Milestones are the applicable Milestone Dates set out the Exit Plan developed in accordance with Schedule 15 (Exit Plan and Service Transfer Arrangements).

Exit Plan the plan to be developed pursuant to Schedule 15 (Exit Plan and Service Transfer Arrangements) that shall set out in such detail as is reasonably required by the Customer a plan by which the Services shall be transferred to the Customer or a Successor Service Provider following the termination or expiry of this Agreement in whole or in part.

Expected Service Level means, in respect of any Service Level, the required level of performance which the Service Provider shall meet or exceed in its performance of the relevant Services.

Final Milestone means, in respect of Transition, the relevant Service Commencement Date or, with respect to Committed Transformation or agreed Future Transformation, the agreed ‘Go Live’ date.’

Financial Distress Event means any or all of the following:

(a)the credit rating of the Service Provider Group dropping two or more levels below its rating as at the Effective Date (provided that this is not part of a general downgrading of the credit ratings of a significant proportion of organisations in the digital and information technology services market);

(b)the Service Provider Group issuing a profits warning to a stock exchange or making any other public pronouncement about a material deterioration in its financial position or prospects which, in each case, envisages a reduction in profit of 25% or more on the same period in the previous year;

(c)a public or regulatory investigation into improper financial accounting and reporting, suspected fraud or other financial impropriety of the Service Provider Group holds that there has been actual improper financial accounting, reporting, fraud or other financial impropriety committed by the Service Provider Group,

where, in each case, this will have a material adverse impact on the continued performance and delivery of all or a significant part of the Services in accordance with this Agreement.

First Service Commencement Date has the meaning set out in clause 3.1.

Flex has the meaning given in paragraph 13.4 of Schedule 10.

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Force Majeure Event means any act of God, war, civil disturbance, strike (other than strikes of Service Provider Personnel), flood, fire, or other cause not within that Party’s reasonable control.

Forecast Volumes has the meaning set out in paragraph 18.2 of Schedule 10 (Pricebook, Charges and Invoicing).

Future Equipment has the meaning given to it in clause 13.4 (Assets).

Future Transformation means the Transformation Projects that will take place during the Term following Transition and which go beyond the Committed Transformation activities agreed to be performed as at the Effective Date.

Future Transformation Services means the Transformation Services to be agreed between the Parties in accordance with Appendix 2 of Schedule 8 (Transition and Transformation) of this Agreement.

Gainshare Initiatives has the meaning set out in paragraph 20.2 of Schedule 10 (Pricebook, Charges and Invoicing).

Go Live Date means the date agreed for the completion of a Committed Transformation.

Good Industry Practice means that degree of skill, care, prudence, foresight and practice which would ordinarily be expected of a skilled, experienced and leading supplier of services of the same or a similar nature to the Services and which, for the avoidance of doubt, includes compliance with standards akin to applicable British Standards Institute and International Standards Organisation standards.

Hardware means the physical material parts of a computer or other system.

Holdback has the meaning given in clause 10.4.1 of the Agreement.

IMACD     means Installations, Moves, Additions, Changes, Deletions.

Implementation Plan means any plan for the implementation of Transition or Transformation Services as described in Appendix 1 of Schedule 8 (Transition and Transformation) to this Agreement.

Incident has the meaning given in ITIL as at the Effective Date.

Incremental Innovation Pool has the meaning set out in paragraph 21.1.3 of Schedule 10 (Pricebook, Charges and Invoicing).

Indexation Date has the meaning set out in paragraph 4.1.2 of Schedule 10 (Pricebook, Charges and Invoicing).

Indexation Sensitivity has the meaning set out in paragraph 4.1.1 of Schedule 10 (Pricebook, Charges and Invoicing).

Inflight Project Handover Statement has the meaning set out in paragraph 19.7 of Schedule 10.

Inflight Projects has the meaning set out in paragraph 19.1 of Schedule 10 (Pricebook, Charges and Invoicing).

Infrastructure means hardware and software in scope for support as part of the Infrastructure Management Services, Operations and Service Delivery Services, Network Management Services

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and Security Services. The initial hardware is listed in Appendix 2-B (Ops & Service Del. Supported Hardware).

Infrastructure Change Services has the meaning given in section 2.10 of Schedule 2, Annex 2.

Infrastructure Management Charges means the Charges for the Infrastructure Management Services and the Security Services, as set out in paragraph 9 of Schedule 10.

Infrastructure Management Services has the meaning set out in paragraph 1.1.2(b) of Schedule 2 (Service Descriptions).

Infrastructure Monitoring Services has the meaning given in section 2.1 of Schedule 2, Annex 2.

Infringing Item has the meaning set out in clause 30.3.

Initial Term has the meaning set out in clause 3.1.

Innovation Pool has the meaning set out in paragraph 21 of Schedule 10 (Pricebook, Charges and Invoicing).

Innovation Project/Initiative has the meaning set out in paragraph 21.2 of Schedule 10 (Pricebook, Charges and Invoicing).

Insolvency Event means one or more of the following events:

(a)a Party becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(b)a Party enters into liquidation either compulsory or voluntary (save for the purposes of a solvent reconstruction or amalgamation) or a provisional liquidator is appointed in respect of that Party;

(c)an administrator, administrative receiver, receiver or manager, liquidator or similar officer is appointed in respect of the whole or any part of that Party’s assets (save for the purposes of a solvent reconstruction or amalgamation) and/or a winding up petition is issued against that Party;

(d)that Party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; or

(e)that Party is subject to an event analogous to any of the above in any other jurisdiction.

Intellectual Property Rights or ‘IPR’ means all patents, rights in inventions, rights in designs, trade marks, trade and business names and all associated goodwill, rights to sue for passing off or for unfair competition, copyright, Moral Rights and related rights, rights in databases, topography rights, domain names, rights in information, tools and methodologies and all other similar or equivalent rights subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term.

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Interim Expected Service Levels means, in respect of any Services to which New Service Levels apply, the Expected Service Levels that apply from the Effective Date up until the end of the Service Level Observation Period to which Service Credits shall not be applicable.

Interim Minimum Target Levels means, in respect of any Services to which New Service Levels apply, the Minimum Service Levels that apply from the Effective Date up until the end of the Service Level Observation Period to which Service Credits shall not be applicable.

Internal Audit has the meaning set out at clause 20.14 (Internal Audit).

Inventory has the meaning given in paragraph 9.1.4.1 of Schedule 2.

ITIL means the Information Technology Infrastructure Library which is a proprietary framework for IT service management.

ITO Commercial Board is the meetingdescribed in section 4.2(c) of Schedule 12.

Key Milestone means any Milestone identified as such by the Parties in accordance with Schedule 8 (Transition and Transformation) and in relation to any Change Management Services.

Key Performance Indicators means the service measures required by the Customer as set out in Appendix 3-A of Schedule 3 which are not Service Levels

Key Personnel means those individuals identified as such in Schedule 18 (Key Personnel).

Knowledge Management has the meaning given in ITIL as at the Effective Date.

Landed Resource means Service Provider Personnel performing Services not from one of the Service Providers main offshore service centres but who is normally based at such centres.

Large Project is a Change Project with a value of greater than USD 50,000 (as further described in section 3.3.3 of Annex 5 to Schedule 2).

Legacy Agreement means any agreements (including purchase orders, work orders or statements of work) in place between any member of the Service Provider Group and any member of the Customer Group as at the Effective Date and any draft or under negotiation agreements in relation to which work may have commenced but excludes any agreements (including purchase orders, work orders or statements of work) agreed between the Parties (or their respective Affiliates) prior to the Effective Date where the services referenced in the same has been completed prior to the Effective Date.

Legacy Security Environment has the meaning given in Section 6.1 of Schedule 8 Appendix 08-A.

Liquidated Damages means any fixed or pre-determined sum of damages agreed by the Parties to this Agreement, to be payable should certain defined events occur as set out in this Agreement.

Local Agreement means an agreement entered into on the terms set out in Schedule 9 (Form of Local Agreement) to this Agreement.

Maintenance and Support Charges means the Charges for the Maintenance and Support component of Operations and Service Delivery Services as set out in section 10 of Schedule 10.

Major Incident has the meaning given in ITIL as at the Effective Date.

Managed Agreements has the meaning set out in clause 14.3.

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Managing Customer Party has the meaning set out in clause 1.2 of Schedule 9 (Form of Local Agreement).

Market Competitive has the meaning set out in paragraph 1.3 of Schedule 11 (Benchmarking).

Material means methodology or process, documentation, data or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, but excluding Software.

Material Adverse Change means any of the following occurring in relation to the Service Provider:

(a)a Financial Distress Event;

(b)the Service Provider allowing the benefit of other contracts entered into by it to be assigned or novated from the Service Provider without the Service Provider’s prior written consent or otherwise allowing (whether by act or omission) a situation to arise where the Customer is the only significant customer of the Service Provider; or

(c)in the event the Service Provider’s Parent Company ceases to be listed, the Service Provider Personnel identified in clause 8.5.2 failing within a reasonable period of time to respond in a substantive manner to queries raised by the Customer as to the Service Provider’s financial well-being; priorities for and intentions regarding the Service Provider; and/or its activities over the next twelve (12) months following the query.

Material Service Failure means the events identified as such in this Agreement including those identified as such in paragraph 4.10 of Schedule 3 (Service Levels and Service Credits).

Measurement Period means a calendar month.

Measurement Window means the period over which a specific Service Level or Key Performance Indicator is measured, as set out in the relevant column of Appendix 3-A.

Messaging Management Services has the meaning given in section 2.6 of Schedule 2, Annex 2.

Milestone means a milestone identified and agreed between the Parties for the performance of any element of the Service under this Agreement.

Milestone Date: means, in relation to an agreed Milestone, the date by which such Milestone is to be achieved.

Minimum Spend Commitment means the Annual Minimum Spend Commitment and the Total Minimum Spend Commitment as applicable.

Minimum Target Level means, in respect of any Service Level, the level of performance below which, certain provisions of paragraph 4 and paragraph 5 of Schedule 3 (Service Levels and Service Credits) apply.

Minor Enhancement is a Change Project with effort equal to or less than 32 person hrs (as further described in section 3.3.3 of Annex 5 to Schedule 2).

Moral Rights has the meaning set out in Chapter IV of the UK Copyright, Designs and Patents Act 1988.

MSA means Modern Slavery Act 2015 as set out in clause 47.2 (Modern Slavery) of this Agreement.

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Network means Customer corporate data connectivity between computers and devices, incorporating both LAN (Local Area Network) and WAN (Wide Area Network) and voice connectivity, both internally and externally.

Network Management Charges means the Charges for the Network Management Services as set out in section 12 of Schedule 10.

Network Management Services has the meaning set out in paragraph 1.1.2(f) of Schedule 2 (Service Descriptions).

New Service means a service additional to the Services.

New Service Level means those defined as Service Level Type 2 in Appendix 3-A along with any other service levels which the Service Provider may introduce during the Term.

Non-Dedicated Licences are licences which the Service Provider has not purchased specifically for the Customer to use to receive the Services.

Non-Dedicated Third Party Contracts means a third party contract designated as a non-dedicated in Schedule 15 (Exit Plan and Service Transfer Arrangements) of this Agreement.

Non-Site Based has the meaning given in paragraph 8 of Schedule 2.

Notice has the meaning set out in clause 30.4.1.

Offshore means at the approved Service Provider Service Location in India.

Onshore means at the approved Service Provider Service Location in the countries in which Services are received.

On-Site means at the Customer Locations, Customer Sites and / or the Customer datacentres.

Offshore Service Desk Option has the meaning set out in paragraph 10.6 of Schedule 10.

OLA has the definition set out in Schedule 14.

Operational Boards has the meaning as set out in Schedule 12 section 4.2.

Operational Reporting has the meaning as set out in Schedule 2 section 4.1.2

Operational Risk has the meaning given to it in paragraph 10.1 of Schedule 12 (Governance and Service Management) of this Agreement.

Operations and Service Delivery Charges means the Charges for the Operations and Service Delivery Services as set out in section 10 of Schedule 10.

Operations and Service Delivery Services has the meaning set out in paragraph 1.1.2(c) of Schedule 2 (Service Descriptions).

Original Agreement has the meaning given in Recital A of the Agreement.

Other Sites means any other Customer Site which is not subject to a Site Licence under Schedule 22 (Locations and Site Licence) which the Customer may procure access pursuant to Schedule 22 (Locations and Site Licence).

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Outgoing Service Provider means a third party provider of services which will be replaced by the Services.

Outsourcing Agreement has the meaning set out in the Background of Schedule 9 (Form of Local Agreement).

Patch Management Services has the meaning given in section 2.8 of Schedule 2, Annex 2.

Performance Standards means the standards of performance the Service Provider is required to meet pursuant to Schedule 3 (Service Levels and Service Credits).

Person means any body corporate, association, partnership, joint venture, organisation, individual, business or other trust or any other entity or organisation of any kind or character, including a court or other governmental authority.

Physical IMAC or IMACD means the Installation, Move, Add, Change, and Disposal of computer equipment.

Pool Percentage (or Pool %) is the proportion of the At Risk Amount allocated to a specific Critical Service Level as shown in the relevant column of Appendix 3-A.

Post-Transformation Service Levels means the Service Levels agreed pursuant to section 3 of Schedule 3 (Service Levels and Service Credits).

Pre-existing IPR means any IPR (i) owned, acquired or developed by, or licensed to, a Party on or prior to the Effective Date (including Third Party Materials) and any modifications, enhancements or derivatives of such Intellectual Property Rights (including in the case of the Service Provider the Service Provider Tools); or (ii) arising in any materials or items the creation of which falls outside the scope of this Agreement (including any modifications, enhancements or derivatives of the same), but excluding in both cases Developed IPR.

Pricebook means the document set out in Appendix 10-A to Schedule 10 (Pricebook, Charges and Invoicing) (as the same may be updated during the Term) setting out the basis on which the Charges shall be calculated.

Problem has the meaning given in ITIL as at the Effective Date.

Procedures Manual or ‘SOP’ as defined in clause 8.2 (Procedures Manual).

Pro Forma SOW means the document at Appendix 20-A of Schedule 20.

Project means a Change Project as defined in Schedule 2 Annex 5 section 3.3.1.

Project Board means the team responsible for the success of a project. The Project Board manages the constraints in which a project manager operates and represents all stakeholders in the Project.  The Project Board assumes there is a business sponsor who specifies products (and typically justifies investment for the Project) and a supplier who delivers the product.

Project Brief means a written summary of the requirements of the Customer in respect of a Project, which may have been written by the Customer, the Service Provider or jointly and has been approved by the Customer.

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Project Steering Committee has the meaning given in paragraph 7.1 of Schedule 12 (Governance and Service Management).

QA Report has the meaning given to it in paragraph 9.6 of Schedule 11 (Benchmarking).

QA Requirements means the standards to which the Services are to be delivered as defined in Schedule 3 (Service Levels and Service Credits).

QA Review means the quality assurance review to be performed pursuant to section 9 of Schedule 11.

Rate Card means the rate cards set out in in Appendix 10-I of Schedule 10 (Pricebook, Charges and Invoicing)) used to calculate certain Charges payable under this Agreement.

Receiving Party means the Party which receives Confidential Information of the other Party.

Reconciliation Sum has the meaning set out in paragraph 3.4 of Schedule 10 (Pricebook, Charges and Invoicing).

Recovery Item has the meaning set out in paragraph 25.1.1 of Schedule 10.

Reference Groups shall have the meaning given to it in paragraph 5.2 of Schedule 11 (Benchmarking).

Regular Future Transformation Update has the meaning set out in paragraph 1.5 of Appendix 2 to Schedule 8 (Transition & Transformation).

Regulator or Regulatory Body means any person, body or regulatory authority responsible for ensuring compliance with statutory requirements and all other rules, guidance regulations, instruments and provisions in force from time to time including the rules, codes of conduct, codes of practice, and practice requirements guidance, which a Party or its Affiliates may be subject to from time to time.

Regulatory Change means any change to any Customer Applicable Regulations or Service Provider Applicable Regulations.

Release has the meaning given in ITIL as at the Effective Date.

Release & Deployment Management has the meaning given in ITIL as at the Effective Date.

Relevant Law means:

(a)any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject including Data Protection Laws;

(b)the common law as applicable to the Parties from time to time;

(c)any binding court order, judgment or decree;

(d)any applicable industry code, policy or standard, in each case enforceable by law; and

(e)all applicable statutory and all other rules, guidance regulations, instruments and provisions in force from time to time including the rules, codes of conduct, codes of practice, practice requirements guidance and accreditation terms, in each case of mandatory effect and

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stipulated by any regulatory authority to which a Party or its Affiliates is subject from time to time.

Relief Event means either a Force Majeure Event or where, following a failure by the Customer to comply with a Customer Dependency (and provided always the Service Provider has complied with clause 21 (Customer Dependencies) of the Agreement), the Service Provider is entitled to relief from its own failure to perform any of its obligations pursuant to clause 21.

Remaining Minimum Spend Commitment has the meaning give to it in paragraph 25.1.1 (Termination for Convenience Remaining Minimum Spend Commitment payment) of Schedule 10 (Pricebook, Charges and Invoicing).

Replacement Services means the provision of services by an entity other than the Service Provider or a member of the Service Provider Group in substitution of the Service Provider following the expiry or termination of all or part of the Services.

Reports means those reports to be provided by the Service Provider to the Customer in accordance with this Agreement, as defined in Schedule 12, section 5 and Schedule 2 Annex 1, section 6.

Residual Knowledge has the meaning given to it in clause 25.15 (Residual Knowledge).

Response has the meaning set out in Recital D.

Retained Organisation means the organisation, service and resources retained by the Customer following the relevant Service Commencement Date.

RFP has the meaning set out in Recital D.

Run Charges means the Charges for the Run Services.

Run Service Change Pool has the meaning given in section 2.4 of Schedule 2 Annex 1.

Run Services means the Common Services, Infrastructure Management Services, Operations and Service Delivery Services, Application Management Services and Network Management Services.

Security Control Requirements has the meaning set out in para 3.1.1 of Schedule 7.

Security Gap has the meaning given in Section 6.1 of Schedule 8 Appendix 08-A.

Security Incident means any actual or suspected unauthorised access or disclosure, accidental or unlawful destruction or accidental loss or alteration of Customer Data.

Security Safeguards has the meaning given in section 6.1 of Schedule 8 Appendix 08-A.

Security Services has the meaning set out in paragraph 1.1.2(f) of Schedule 2 (Service Descriptions).

Server    means a Customer computer, device or a program that manages IT network resources, be it physical, virtual or cloud hosted.

Server Management Services has the meaning given in section 2.3 of Schedule 2, Annex 2.

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Service Areas means the scope of Annexures to Schedule 2 – Common Services, Infrastructure Management Services, Application Management Services, Network Management Services, Operations and Service Delivery, Change Management Services.

Service Catalogue means the list of services in Appendix 10-K.

Service Commencement Date has the meaning set out in clause 3.1 (Term).

Service Credit Allocation means the process of determining how Service Credits are to be applied in accordance with section 5 of Schedule 3 (Service Levels and Service Credits).

Service Credits means the credits (if any) which become payable to the Customer in accordance with section 5 of Schedule 3 (Service Levels and Service Credits).

Service Description has the meaning given in paragraph 1.1 of Schedule 2.

Service Desk provides an ITIL based single point of contact (SPOC) for all Incident and Problem resolution, Service Requests, and end-to-end management as described in Schedule 2, Annex 3, section 2.1.

Service Desk Charges means the Charges for Service Desk Services as set out in section 10 of Schedule 10.

Service Failure means a failure to meet the Expected Service Level.

Service Integration means the process by which various elements of the Services and third party and Customer provided services and inputs related to the Services are integrated with each other so as to create a seamless service for the Customer and the End Users, as set out in Schedule 14.

Service Integration Services means the Services to be performed by the Service Provider in order to enable Service Integration as further described in Schedule 14 (Service Integration and Management).

Service Integrator means the entity that takes responsibility for Service Integration pursuant to Schedule 14, in this Agreement that shall be the Service Provider. 

Service Lead means the Service Provider’s day-to-day operational run lead for a particular service component as defined in Schedule 12.

Service Level means the service levels required by the Customer as set out in Appendix 3-A of Schedule 3, as may be amended from time to time in accordance with Schedule 3 (Service Levels and Service Credits).

Service Level Observation Period has the meaning given to it in paragraph 2.10.1 of Schedule 3 (Service Levels and Service Credits).

Service Level Report has the meaning given to it in paragraph 4.3 of Schedule 3.

Service Management means the aspect of the Common Services described as such in Annex 1 of Schedule 2 (Services Descriptions) which the Service Provider shall ensure are delivered in line with ITIL and industry best practice.

Service Priority has the meaning given in paragraph 3 of Schedule 2.

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Service Provider Applicable Regulations means all Relevant Laws which are in force from time to time during the Term, including any amendments to any or all of them, and which apply to: (a) the Service Provider in its business specifically as a provider of information technology services, or (b) the Service Provider or any of its Sub-contractors or Affiliates in relation to the Service Provider’s delivery of the Services under this Agreement and, in each case, save to the extent that the Customer or its regulators require a specific approach to be taken as regards the delivery of the Services in which case, pursuant to clause 20.1, such specific approach shall not be a Service Provider Applicable Regulation and be designated a Customer Applicable Regulation.

Service Provider BC Representative has the meaning set out at paragraph 1.3 in Schedule 16 (Business Continuity and DR Plan).

Service Provider Delivery Lead means the individual designated as such in Schedule 18 (Key Personnel).

Service ProviderExecutive Members are the Executive Sponsor and UKI Insurance Head.

Service Provider Future Transformation Manager: has the meaning given to it in paragraph 7.1.1 of Schedule 8 (Transition and Transformation).

Service Provider Group means the Service Provider and its Affiliates.

Service Provider Individual has the meaning set out in paragraph 1.3(b) of Schedule 12 (Governance and Service Management).

Service Provider IPR means any IPR owned or licensed by the Service Provider, its Affiliates or Sub-contractors whether acquired or developed on, before or after the Effective Date (including Service Provider Software, Service Provider Tools and Service Provider Pre-existing IPR) and any materials or other Intellectual Property Rights the creation of which falls outside the scope of the Services (in each case including any enhancements, derivatives or modifications thereto) but excluding Developed IPR.

Service Provider Personnel has the meaning set out in clause 15.2.

Service Provider Service Locations means those locations, site or facilities from which Services shall be provided that from time to time are owned, leased or under the control of the Service Provider, its Affiliates, or their sub-contractors.

Service Provider Software means software owned by or licenced to the Service Provider.

Service Provider Systems Regulatory Change has the meaning given to it in paragraph 5.1.2(b) of Schedule 13 (Contract Change Control Procedure).

Service Provider Tools has the meaning set out in clause 25.11.2.

Service Request Management has the meaning given in ITIL as at the Effective Date.

Service Requests has the meaning given in ITIL as at the Effective Date.

Service Tower means each of the Common Services, Infrastructure Management Services, Operations and Service Delivery Services, Application Management Services, Change Management Services and Network Management Services as set out in the Annexes 1-6 (excluding Annex 5) of Schedule 2 (Service Towers Specification).

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Service Transfer means the transfer of the Services to the Customer or a Replacement Service Provider following the termination or expiry (whether in whole or in part) of this Agreement.

Service Transfer Date means the date on which the Services or services similar to the Services revert to the Customer or transfer to a Replacement Service Provider as the case may be

Services means the services agreed to be provided by the Service Provider to the Customer, each as set out Schedule 2 (Service Descriptions), or any agreed Change Control Note, or referred to in clause 4 of this Agreement.

Site Based has the meaning given in paragraph 8 of Schedule 2.    

Site Licence is a Licence agreed between the Parties in accordance with Schedule 22 (Locations and Site Licence) to this Agreement.

Sites means Customer Locations.

Small Project is a Change Project with effort greater than 32 person hrs and a value equal to or less than USD 50,000 (as further described in section 3.3.3 of Annex 5 to Schedule 2).

SME means “Subject Matter Expert”.

Software means any computer program (in object code or Source Code form), program interfaces and any tools or object libraries embedded in that Software.

Source Code means in relation to any Software used to perform the Services or provided as part of the Services, (i) electronic and hard copy versions of the set of human readable, higher level programming language instructions or statements in which the Software was written; and (ii) any additional documents and information as the Customer may reasonably require to maintain, modify, alter, upgrade, develop, or enhance the Software or any part of the Software.

Specification means the specification for a Deliverable as set out in Schedule 2 (Service Descriptions).

Standard Operating Procedures has the meaning given in paragraph 2.1.14 of Schedule 2.

Standards and Policies means those standard and policies set out in Schedule 6 (Standards and Policies).

Statement of Work or ‘SOW’ means any statement agreed between the Parties for a Change Project in accordance with the template(s) set out in Schedule 20 to this Agreement.

Steering Committee means the committee comprising two (2) senior management representatives of each Party, as appointed by each party from time to time, which decide on the priorities and strategic direction of the Services and whose representatives at the Effective Date are as set out in Schedule 12 (Governance and Service Management).

Step In means the right of the Customer to take control over the provision of the Services or any part of them in accordance with clause 32.1 (Step In).

Storage & Backup Management Services has the meaning given in section 2.4 of Schedule 2, Annex 2.

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Sub-contractor means those sub-contractors to the Service Provider approved in accordance with clause 17 and excludes, for the avoidance of doubt, any COTS Vendors, Affiliates of the Service Provider or suppliers of Service Provider Tools.

Sub-contractor List is the list of Sub-contractors set out in Schedule 5 (Sub-contractor List).

Subprocessor has the meaning set out in paragraph 1 of Schedule 21 (Data Processing and Transfer).

Subsequent Service Commencement Date has the meaning set out in clause 3.1.

Successor Service Provider means the third party or the Customer, or a Customer Affiliate appointed by the Customer to provide the Replacement Services.

Supply Chain has the meaning set out in clause 47.2.

System: means an interconnected grouping or electronic processes, including Equipment, Software and associated attachments, features, accessories, peripherals and cabling, and all additions, modifications, substitutions, upgrades or enhancements to such System, to the extent a party has financial or operational responsibility for such System or System components hereunder. System shall include all Systems in use or required to be used as of the applicable Service Commencement Date, all additions, modifications, substitutions, upgrades or enhancements to such Systems and all Systems installed or developed by or for Customer or Service Provider following the applicable Service Commencement Date.

Task Completion Date means the date for completion of Transition, Committed Transformation Future Transformation Tasks agreed between the Parties in accordance with Schedule 8 (Transition and Transformation) of this Agreement as set out in the relevant project plan.

Technical Design or Technical Design Phase refers to the technical design phase of Transformation as further described in Appendix 1 of Schedule 8 (Transition and Transformation).

Term means the Initial Term together with any extension of the Initial Term.

Termination Assistance means the Services to be provided by the Service Provider in the event of and/or in the lead in to the termination (in whole or in part) or expiry of the Agreement as further described in clause 37 (Termination Assistance) and Schedule 15 (Exit Plan and Transfer Arrangements).

Termination Assistance Period means the period agreed pursuant to clause 37 of this Agreement as further described in paragraph 3.1 of Schedule 15 (Exit Plan and Service Transfer Arrangements).

Termination Date has the meaning set out in paragraph 25.1.1 of Schedule 10.

Third Party Material: Material and/or Software and/or hardware or other third party items or services or tools (i) used by the Service Provider in the course of the Services or otherwise provided to the Customer or its Affiliates pursuant to this Agreement; or (ii) provided by or on behalf of the Customer to the Service Provider hereunder in each case (as applicable) in respect of which the Intellectual Property Rights are owned by a third party

Third Party Provider or TPP means a third party entity that provides goods or services to the Customer Group in relation to or otherwise connected to the End-to-End Services. 

Third Party Service Provider means the same as TPP.

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Tool means any program used for software development, testing, data search, analysis, project management, measurement and monitoring or system maintenance, including related know-how.

Tool Administration means administrative tasks required for backups and regulatory compliance as defined in the Standards and Policies.

Tooling Fund has the meaning set out in paragraph 21.5 of Schedule 10 (Pricebook, Charges and Invoicing).

Total Minimum Spend Commitment has the meaning set out in paragraph 6 of Schedule 10 (Pricebook, Charges and Invoicing).

Transferee has the meaning set out in clause 39.2.

Transformation means Committed Transformation and/or Future Transformation.

Transformation Acceptance Tests are as described in paragraph 4.1.3 (ii) of Schedule 8 (Transition and Transformation).

Transformation Charges means the Charges set out in section 14 of Schedule 10 (Pricebook, Charges and Invoicing) and the ‘Transformation’ tab of Appendix 10-A in respect of the Committed Transformations.

Transformation Deliverables means the Deliverables related to Committed Transformations and/or Future Transformations.

Transformation Manager means the Service Provider’s Onshore and/or Offshore Committed Transformation Manager(s) appointed in accordance with paragraph 5.2 of Schedule 8 (Transition and Transformation) and the Parties’ Future Transformation Managers as appointed from time to time in accordance with paragraph 7.1 of Schedule 8 (Transition and Transformation).

Transformation Phase means the relevant phase of the Transformation Projects set out in Appendix 1 of Schedule 8 (Transition and Transformation) including but not limited to “Initiation”, “Plan and Design”, “Build and Test” and “Go Live”.

Transformation Plan means (i) the detailed plan of activities and associated timescales for the implementation of the Transformation activities covering the Committed Transformations as set out in Appendix 1 of Schedule 8, or (ii) the plan to be agreed between the Parties pursuant to Appendix 2 of Schedule 8 (Transition and Transformation), in respect of Future Transformation Plan.

Transformation Project means (i) the projects set out in Appendix 1 of Schedule 8 (Transition and Transformation) in respect of Committed Transformations and (ii) where agreed between the Parties from time to time, Future Transformations.

Transformable Services has the meaning set out in paragraph 1.1(ii) of Schedule 8 (Transition and Transformation).

Transformation Services means the services agreed between the Parties pursuant to Schedule 8 (Transition and Transformation) including but not limited to Committed Transformation Services and, where agreed between the Parties from time to time, Future Transformation services.

Transformation Task means any transformation related tasks agreed between the parties pursuant to Appendix 1 of Schedule 8 (Transition and Transformation) including but not limited to Committed Transformation Tasks and, where agreed between the Parties, Future Transformation Tasks.

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Transformed Services means Transformable Services that have undergone Transformation.

Transition means implementation of those services to be provided by the Service Provider to the Customer in accordance with the terms of this Agreement and as more particularly described in Schedule 8 (Transition and Transformation).

Transition and Transformation Services Board means a board of representatives appointed by the Customer, Service Provider and other interested third parties and in accordance with paragraph 6.2 of Schedule 8 (Transition and Transformation).

Transition Charges means the Charges which may be payable for Transition as set out in section 5 of Schedule 10 (Pricebook, Charges and Invoicing).

Transition, Committed Transformation and Future Transformation Documentation has the meaning given to it in paragraphs 1.5.2 and 1.5.3 of Schedule 8 (Transition and Transformation).

Transition Deliverables means the Deliverables relating to Transition agreed between the parties in Appendix 1 to Schedule 8 (Transition and Transformation).

Transition Dependency means the Customer Dependencies in relation to Transition as set out in Appendix 1 of Schedule 8 (Transition and Transformation) to this Agreement.

Transition Exit Criteria is as defined in Schedule 8, Appendix 8-A per transition.

Transition Manager has the meaning set out in paragraph 5.2 of Schedule 8 (Transition and Transformation).

Transition Milestone Date dates for each transition milestone as defined in Part A Appendix 8-A.

Transition Phase means the phases of the Transition Project as set out in Part A of Appendix 8-A (Transition and Transformation) including but not limited to Planning, Knowledge Acquisition and Go Live.

Transition Plan the detailed plan of activities and associated timescales for the implementation of the Services set out in Schedule 8 (Transition and Transformation).

Transition Project means the project to deliver Transition for each Service Tower in Part A of Appendix 8-A (Transition and Transformation).

Transition Schedule means the schedule for Transition activities as agreed between the Parties pursuant to paragraph 3.1.1 of Schedule 8 (Transition and Transformation) as more further described in Part A of Appendix 8-A (Transition and Transformation).

Transition Services has the meaning set out in paragraph 1.1.1 of Schedule 8 (Transition and Transformation.

Transition Task means any task relating to transition that the Parties agree and set out in a relevant Transition Plan in accordance with Appendix 1 of Schedule 8 (Transition and Transformation) to this Agreement.

UK Customer has the meaning set out at the Parties section of the Agreement.

UKI Insurance Head is the head of the Service Provider’s Insurance vertical in the UK and Ireland region.

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Unified Communications means the consistent integrated user interface across multiple networked devices and media types including enterprise communication services, instant messaging (chat), presence information, voice (including IP telephony), mobility features (including extension mobility), audio, web and video conferencing.

Unit Rate means the charge for an individual unit of service as set out in various sections of Schedule 10.

US Customer has the meaning set out at the Parties section of the Agreement.

User Volume means the number of End Users from time to time.

VAT has the meaning set out at clause 23.1.

VIP has the meaning given in paragraph 7.1 of Schedule 2.

Virus means any form of harmful or surreptitious code, including malware, disabling devices, Trojan horses, system monitors, keyloggers, dialers, adware and adware cookies.

Volume Discount has the meaning given in paragraph 22.1 of Schedule 10.

Wilful Abandonment means the Service Provider deliberately abandoning ceasing the provision of all or a substantial part of the Services in breach of this Agreement without a bona fide attempt to resume such Services or to remedy the cause of such abandonment, but not where the Supplier has any contractual right under this Agreement to cease to deliver Services or is otherwise relieved of its obligations hereunder (including in respect of non-payment of fees by the Customer or where the Service Provider is entitled to relief)..

Wilful Default means any deliberate material breach of this Agreement by the Service Provider without any bona fide attempt to remedy.

Work Orders means Work Request.

Work Request means any statement agreed between the Parties for a Change Project in accordance with the template(s) set out in Schedule 20 (SOW and Work Request Pro formas) to this Agreement provided always that references to SOWs in this Agreement shall include Work Requests unless otherwise stated in the relevant provision (including, in particular, for the purposes of calculation of liability under clause 34).

Working Day means a day other than Saturday or Sunday or those days agreed between the Parties to be public holidays in respect of the Services provided to the UK Customer, US Customer and Bermuda Customer as per the holiday calendar set out in the Procedures Manual.

Working Hours means the usual hours in a Working Day as agreed between the Parties and set out in paragraph 16.4.1 of Schedule 10.

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EX-4.14

Execution Version

TERM LOAN CREDIT AGREEMENT

among

ASPEN INSURANCE HOLDINGS LIMITED,

The Several Lenders from Time to Time Parties Hereto,

HSBC BANK BERMUDA LIMITED,

as Structuring Agent,

LLOYDS BANK PLC,

as Syndication Agent, and

CITIBANK, N.A.,

as Administrative Agent

Dated as of July 26, 2023

CITIBANK, N.A., HSBC BANK BERMUDA LIMITED AND LLOYDS BANK PLC,

as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

Page

SECTION 1 DEFINITIONS    1

1.1Defined Terms    1

1.2Other Definitional Provisions    24

1.3[Reserved.]    25

1.4Changes in GAAP    25

1.5Divisions    25

SECTION 2 AMOUNT AND TERMS OF COMMITMENTS    25

2.1Term Loan Commitments    25

2.2Procedure for Borrowing    26

2.3Fees    26

2.4Termination or Reduction of Commitments    27

2.5Ranking    27

2.6Prepayments    27

2.7BMA Repayment Requirements    28

2.8Conversion and Continuation Options    30

2.9Limitations on Term Benchmark Tranches    30

2.10Interest Rates and Payment Dates    30

2.11Computation of Interest and Fees    31

2.12Inability to Determine Interest Rate; Benchmark Replacement Setting    31

2.13Pro Rata Treatment and Payments    33

2.14Requirements of Law    34

2.15Taxes    35

2.16Indemnity    38

2.17Change of Lending Office    38

2.18Replacement of Lenders    38

2.19Defaulting Lenders    39

SECTION 3 [Reserved.]    40

SECTION 4 REPRESENTATIONS AND WARRANTIES    40

4.1Financial Conditions    40

4.2No Change    40

4.3Existence; Compliance with Law    40

4.4Power; Authorization; Enforceable Obligations    41

4.5No Legal Bar    41

4.6Litigation    42

4.7No Default    42

4.8Ownership of Property; Liens    42

4.9Taxes    42

4.10Federal Regulations    42

4.11ERISA    42

4.12Investment Company Act    43

4.13Subsidiaries    43

4.14Use of Proceeds    43

4.15Environmental Matters    43

4.16Accuracy of Information, etc    43

4.17PATRIOT Act; OFAC    44

4.18Margin Regulations    44

SECTION 5 CONDITIONS PRECEDENT    45

5.1Conditions to the Closing Date    45

5.2Conditions to Each Term Loan    45

SECTION 6 AFFIRMATIVE COVENANTS    46

6.1Financial Statements    46

6.2Certificates; Other Information    47

6.3Payment of Obligations    48

6.4Maintenance of Existence; Compliance    48

6.5Maintenance of Property; Insurance    48

6.6Inspection of Property; Books and Records; Discussions    49

6.7Notices    49

6.8Environmental Laws    49

SECTION 7 NEGATIVE COVENANTS    49

7.1Financial Condition Covenants    49

7.2Indebtedness    50

7.3Disposition of Property    51

7.4Restricted Payments    52

7.5Investments    52

7.6Liens    53

7.7Clauses Restricting Subsidiary Distributions    55

7.8Business    55

7.9Rating    55

7.10Consolidations, Amalgamations, Mergers and Liquidations    56

7.11Transactions with Affiliates    56

SECTION 8 EVENTS OF DEFAULT    56

8.1Events of Default    56

8.2Winding-Up/BMA Repayment Requirements    58

SECTION 9 THE AGENTS    59

9.1Appointment    59

9.2Delegation of Duties    59

9.3Exculpatory Provisions    59

9.4Reliance    59

9.5Non-Reliance on Agents and Other Lenders    60

9.6Indemnification    61

9.7Agent in Its Individual Capacity    61

9.8Successor Administrative Agent    61

9.9Other Agents    62

9.10Erroneous Payments    62

9.11Certain ERISA Matters    63

9.12Agent May File Proofs of Claim    64

SECTION 10 [Reserved.]    64

SECTION 11 MISCELLANEOUS    64

11.1Amendments and Waivers    64

11.2Notices    65

11.3No Waiver; Cumulative Remedies    66

11.4Survival of Representations and Warranties    66

11.5Payment of Expenses and Taxes; Indemnification; Limitation of Liability    66

11.6Successors and Assigns; Participations and Assignments    68

11.7Adjustments    71

11.8Set-off    71

11.9Counterparts; Electronic Execution    71

11.10Severability    72

11.11Integration    72

11.12GOVERNING LAW    72

11.13Submission To Jurisdiction; Waivers    72

11.14Process Agent    73

11.15Currency of Payment    73

11.16[Reserved.]    74

11.17Confidentiality    74

11.18[Reserved]    74

11.19[Reserved]    74

11.20WAIVERS OF JURY TRIAL    75

11.21No Advisory or Fiduciary Duty    75

11.22USA Patriot Act    75

11.23[Reserved]    75

11.24Acknowledgement and Consent to Bail-In of Affected Financial Institutions    75

ANNEX:

A    Pricing Grid SCHEDULES:

1.1    Commitments

4.13    Subsidiaries 7.2(b)(iv)    Existing Indebtedness

7.5Investments

7.6Existing Liens EXHIBITS:

A    Form of Compliance Certificate

B-1Form of Funding Certificate of the Borrower

B-2[Reserved.]

CForm of Assignment and Assumption

D[Reserved.]

E-1Form of Exemption Certificate (Non-U.S. Lenders that are Not Partnerships)

E-2Form of Exemption Certificate (Non-U.S. Participants that are Not Partnerships) E-3    Form of Exemption Certificate (Non-U.S. Participants that are Partnerships)

E-4    Form of Exemption Certificate ((Non-U.S. Lenders that are Partnerships)

FForm of Borrower Note

G[Reserved.]

HForm of Notice of Conversion/Continuation

I[Reserved.]

J[Reserved.]

K[Reserved.]

L[Reserved.]

MForm of Borrowing Request

NForm of Prepayment Notice

TERM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of July 26, 2023, among ASPEN INSURANCE HOLDINGS LIMITED, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CITIBANK, N.A., as administrative agent.

The parties hereto hereby agree as follows:

SECTION 1 DEFINITIONS

1.1Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“2023 Senior Notes”: the 4.650% senior notes issued pursuant to the 2023 Senior Notes

Indenture.

“2023 Senior Notes Indenture”: the indenture, dated as of August 16, 2004, between the Borrower and Deutsche Bank Trust Company Americas, as trustee, as supplemented from time to time by certain supplemental indentures.

“ABR”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the sum of 1.00% plus the Term SOFR for an Interest Period of one month (taking into account any “floor” under the definition of “Term SOFR”). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR, respectively. If ABR is being used as an alternate rate of interest pursuant to Section 2.12, then ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“ABR Loans”: Loans that bear interest based upon the ABR.

“ABR Term SOFR Determination Day”: has the meaning assigned to such term in the definition of “Term SOFR”.

“Administrative Agent”: Citibank, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Syndication Agent, the Administrative Agent and the Structuring Agent.

“Agreement”: as defined in the preamble hereto.

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“Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corruption Practices Act of 1977, as amended, the Bribery Act 2016 of Bermuda and (in each case) the rules and regulations thereunder.

“Applicable Margin”: the rate per annum set forth under the relevant column heading in

Annex A.

“Applicable SOFR Adjustment”:

(a)with respect to Daily Simple SOFR Loans, 0.10%; and

(b)with respect to Term SOFR Loans 0.10%.

“Applicable Supervisory Regulations”: such insurance supervisory laws, rules and regulations relating to group supervision or the supervision of single insurance entities, as applicable, which are applicable to the Insurance Group, and which shall initially mean the Group Rules until such time when the BMA no longer has jurisdiction or responsibility to regulate the Insurance Group.

“Approved Fund”: as defined in Section 11.6(b).

“Assignee”: as defined in Section 11.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit C.

“Availability Period”: the period starting on the Closing Date and ending on November

15, 2023.

“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of “Interest Period” pursuant to Section 2.12(e).

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Benchmark”: initially, with respect to Dollars, Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12.

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“Benchmark Replacement”: with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)the Daily Simple SOFR; or

(b)the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar- denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment;

provided, that if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment”: with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities.

“Benchmark Replacement Date”: the earliest to occur of the following events with respect to the then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non- representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period”: the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, or (c) any Person whose assets include (for purposes of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Benefitted Lender”: as defined in Section 11.7.

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“Bermuda Companies Act”: The Companies Act 1981 of Bermuda, as amended.

“BMA”: the Bermuda Monetary Authority, or, should the Bermuda Monetary Authority no longer have jurisdiction or responsibility to regulate the Insurance Group, as the context requires, a regulator which is otherwise responsible for promulgating the Applicable Supervisory Regulations.

“BMA Repayment Requirements”: in relation to any prepayment or repayment of all or any part of any Term Loan:

(a)the ECR would be satisfied immediately before and after giving effect to such prepayment or repayment of the Term Loan (or such part of it as is to be prepaid or repaid) (this clause (a), the “ECR Condition”); and

(b)prior to the Term Loan Maturity Date, the Borrower has obtained the prior approval of the BMA (it being understood that the Borrower shall use commercially reasonable efforts to obtain such approval of the BMA);

unless, in either case, the Borrower has replaced (or will simultaneously replace) the capital represented by the Term Loan (or such part of it as is to be prepaid or repaid) with Tier 2 or Tier 3 Ancillary Capital or any Qualifying Securities; provided that, it is understood that the BMA Repayment Requirements shall cease to apply if the Term Loans no longer constitute Tier 2 or Tier 3 Ancillary Capital.

“BMA Repayment Requirement Notice” as defined in Section 2.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or

any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing Request”: a request by the Borrower for a borrowing in accordance with Section 2.2, which shall be substantially in the form of Exhibit M or any other form approved by the Administrative Agent.

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City or, for purposes of Section 2.6(b) only, Bermuda, are authorized or required by law to close; provided, however, that when used in connection with Term SOFR Loan, the term “Business Day” shall mean any such day that is also a U.S. Government Securities Business Day.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock (including Hybrid Capital) of a corporation, all shares (of whatever class) in any exempted company and any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

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“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States federal government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least ‘A-1’ by S&P or ‘P-1’ by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States federal government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least ‘A’ by S&P or ‘A’ by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or

(h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated ‘AAA’ by S&P and ‘Aaa’ by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Change of Control”: any of the following: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) other than the Borrower or any Subsidiary), shall become, or obtain rights (whether by means of warrants, options or otherwise (other than any such warrants, options or other rights which are not exercisable prior to the Term Loan Maturity Date)) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Capital Stock representing more than 50% of the total voting power of the Borrower; or (ii) the occupation of a majority of the seats (other than vacant seats) of the board of directors of the Borrower by Persons who are neither (x) the directors of the Borrower on the Closing Date nor (y) nominated by the board of directors of the Borrower nor (z) appointed by directors so nominated.

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied (or waived in accordance herewith), which date is July 26, 2023.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Commercially Reasonable Efforts”: commercially reasonable efforts consistent with the efforts of a comparable third party in the Borrower’s industry operating under similar circumstances in carrying out of obligations to complete the offer and sale of Qualifying Securities, subject to the existence of a Market Disruption Event, in an amount necessary to satisfy the Replacement Capital Obligation, to third parties that are not the Borrower’s Subsidiaries in either public offerings or private placements.

“Commitment”: the Term Loan Commitments.

“Commitment Fee”: as defined in Section 2.3(a).

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“Commitment Fee Payment Date”: (a) the last Business Day of each March, June, September and December after the Closing Date and (b) the Funding Date (or the date on which all unfunded Commitments are terminated by the Borrower).

“Commitment Fee Rate”: the rate per annum set forth under the relevant column heading

in Annex A.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower or any Subsidiary within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes the Borrower or any Subsidiary and that is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Sections 302 and 303 of ERISA and Sections 412, 430 and 4971 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer of the Borrower substantially in the form of Exhibit A.

“Confidential Information Memorandum”: the Confidential Information Memorandum dated June 15, 2023 and furnished to certain Lenders.

“Conforming Changes”: with respect to either the use or administration of any Term Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines, in consultation with the Borrower, that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Leverage Ratio”: as of the last day of any fiscal quarter (expressed as a percentage), Consolidated Total Debt, divided by the sum of (i) Consolidated Total Debt and (ii) Consolidated Tangible Net Worth.

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Tangible Net Worth”: of the Borrower at any date, the consolidated stockholders’ equity (including Hybrid Capital) of the Borrower and its Subsidiaries less their consolidated intangible assets, all determined on a consolidated basis as of such date in accordance with GAAP (but excluding for the purposes of this calculation (a) any amount included in the Borrower’s

7

accumulated other comprehensive income or loss related to unrealized gains or losses on available for sale securities and (b) during the period from January 1, 2022, any amount included in net unrealized investment gains or losses, related to unrealized gains or losses on trading securities).

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Total Debt (i) the then aggregate undrawn face amount of all then outstanding letters of credit issued on behalf of, or for the account or benefit of, the Borrower and/or any of its Subsidiaries, (but the aggregate amount of drawings under such letters of credit that have not then been reimbursed shall not be so excluded), and (ii) the principal amount of any capital instrument entered into in connection with Funds at Lloyd’s. For the avoidance of doubt, Consolidated Total Debt shall not include Hybrid Capital.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Currency of Payment”: as defined in Section 11.15.

“Daily Simple SOFR”: for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) (i) SOFR for the day (such day “SOFR Determination Date”) that is five U.S. Government Securities Business Days prior to (A) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (B) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website plus

(ii) the Applicable SOFR Adjustment and (b) the Floor. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Daily Simple SOFR Loan”: a Loan that bears interest at a rate based on Daily Simple

SOFR.

“Debtor Relief Laws”: the Bankruptcy Code of the United States of America, Part XIII of the Bermuda Companies Act, the Companies (Winding-Up) Rules 1982 of Bermuda and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, winding-up, reorganization, or similar debtor relief Laws of the United States, Bermuda or other applicable jurisdictions from time to time in effect.

“Default”: any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans within three Business Days of the date required to be funded by it hereunder (unless, in the case of any Loan, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one

8

or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied), (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a reasonable good faith dispute, (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or (iii) has had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (f) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Subsidiary”: any Subsidiary organized under the laws of any jurisdiction within the United States.

“Duration Fee”: as defined in Section 2.3(d).

“Duration Fee Payment Date”: (a) the last day of each June and December, beginning on June 30, 2024 and (b) the date that the Term Loans are repaid in full.

“ECR”: the enhanced capital requirement applicable to the Insurance Group and as defined in the Insurance Act or, should the Insurance Act or the Group Rules no longer apply to the Insurance Group, any and all other solvency capital requirements applicable to the Insurance Group and prescribed by the Applicable Supervisory Regulations.

“ECR Condition”: as defined in the definition of “BMA Repayment Requirements”.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a

9

subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature”: an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Enhanced Capital Requirement Covenant”: as defined in Section 7.1(c).

“Environmental Laws”: any and all applicable foreign, Federal, state, local or municipal laws, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability relating to (a) pollution or protection of the environment,

(b) exposure of any Person to hazardous emissions or releases of Hazardous Materials, (c) protection of the public health or welfare from the effects of products; by-products, emissions or releases of Hazardous Materials and (d) regulation of the manufacture, use or introduction into commerce of Hazardous Materials.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default”: any of the events specified in Section 8.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excluded Taxes”: means, with respect to the Administrative Agent, any Lender or any other recipient (each of the foregoing, a “Recipient”) of any payment to be made by or on account of any obligation of the Borrower hereunder (or under any other Loan Documents), (a) franchise Taxes or Taxes imposed on (or measured by) the net income of such Recipient (i) by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes; (b) any branch profits Taxes (i) imposed on such Recipient by the United States of America or any other jurisdiction in which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes; (c) any U.S. federal withholding Tax that is in effect and would apply to amounts payable to (i) a Lender at the time such Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.18) or (ii) any Lender at the time such Lender designates a new lending office, except to the extent, in (i) or (ii), as applicable, such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to withholding tax pursuant to Section 2.15(a); (d) Taxes attributable to such Recipient’s failure to comply with Section 2.15(e); and (e) any U.S. federal withholding Tax imposed under FATCA.

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“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations promulgated thereunder or official administrative interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement treaty, or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate”: for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the applicable rate described above shall be less than the Floor, it shall be deemed to be the Floor for purposes of this Agreement.

“Floor”: a rate of interest equal to 0.0%.

“Foreign Benefit Arrangement”: any employee benefit arrangement mandated by non- US law that is maintained or contributed to by any Group Member, or any other entity related to a Group Member on a controlled group basis.

“Foreign Plan”: each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to US law and is maintained or contributed to by any Group Member, or any other entity related to a Group Member on a controlled group basis.

“Foreign Plan Event”: with respect to any Foreign Benefit Arrangement or Foreign Plan,

(a) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan; (b) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Benefit Arrangement or Foreign Plan required to be registered; or (c) the failure of any Foreign Benefit Arrangement or Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Benefit Arrangement or Foreign Plan.

“Foreign Subsidiary”: any Subsidiary that is not a Domestic Subsidiary.

“Funding Date”: the date on which the conditions precedent set forth in Section 5.2 shall have been satisfied (or waived in accordance herewith).

“Funding Office”: the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“Funding Fee”: as defined in Section 2.3.

“Funds at Lloyd’s”: those funds which must be lodged with Lloyd’s by, on behalf of, or for the account or benefit of, a Group Member that is a corporate member of Lloyd’s as security to support their underwriting business at Lloyd’s in respect of a given underwriting year, in accordance with paragraph 16 of the Membership Bye-Law (No. 5 of 2005).

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“GAAP”: generally accepted accounting principles in the United States as in effect from time to time and set forth in any rule, regulation, opinion or pronouncement of the Accounting Principles Board and the American Institute of Certified Public Accountants and any rule, regulation, opinion or pronouncement of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national body such as the European Union or the European Central Bank), any securities exchange, any self-regulatory organization (including the National Association of Insurance Commissioners, the U.K. Financial Services Authority and the Bermuda Monetary Authority).

“Group Members”: the collective reference to the Borrower and its Subsidiaries.

“Group Rules”: the Group Solvency Standards, together with the Group Supervision Rules, as those rules may be amended from time to time.

“Group Solvency Standards”: the Insurance (Prudential Standards) (Insurance Group Solvency Requirement) Rules 2011 of Bermuda, as those rules may be amended from time to time.

“Group Supervision Rules”: the Insurance (Group Supervision) Rules 2011 of Bermuda, as those rules may be amended from time to time.

“Guarantee Obligation”: as to any Person (the “guarantor”), means any obligation, including a reimbursement, counterindemnity or similar obligation, of the guarantor that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guarantor, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such Indebtedness or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor so as to enable the primary obligor to pay Indebtedness or other obligation, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (iv) otherwise to assure or hold harmless the owner of any such Indebtedness against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include (a) endorsements of instruments for deposit or collection in the ordinary course of business or (b) obligations of any Insurance Subsidiary under any Primary Policy, Reinsurance Agreement, Retrocession Agreement or Other Insurance Product that is entered into in the ordinary course of business. The amount of any Guarantee Obligation of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made as such amount may be reduced from time to time and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, as such amount may be reduced from time to time unless such Indebtedness and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Hazardous Materials”: any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radioactive substances, and infectious or medical wastes.

“Hybrid Capital”: at any time, all subordinated securities, instruments or other obligations issued by the Borrower to the extent that such securities, instruments or other obligations (i) are accorded equity treatment by S&P at issuance and (ii) mature no earlier than the date which is six months after the Term Loan Maturity Date.

“ILS Entity”: Silverton Re Ltd., Peregrine Reinsurance Ltd. and any other entity formed or sponsored by a Group Member in connection with the establishment and/or management of insurance- linked securities.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures, loan agreements or other similar debt instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) net obligations of such Person under any Swap Contract, (i) any other instruments or obligations of such Person to the extent that such instruments or obligations are then classified as indebtedness by S&P, (j) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above, (k) all obligations of the kind referred to in clauses (a) through (j) above secured by any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (l) Indebtedness of any partnership in which such Person is a general partner to the extent that applicable law requires that such Person is liable for such Indebtedness unless the terms of such Indebtedness expressly provide that such Person is not so liable. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value as of such date. For the avoidance of doubt, Indebtedness shall not include the obligations of any Insurance Subsidiary under any Primary Policy, Reinsurance Agreement, Retrocession Agreement or Other Insurance Product which is entered into in the ordinary course of business.

“Information”: as defined in Section 11.17.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245(b)(1) of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Insurance Act”: the Insurance Act 1978 of Bermuda, as amended from time to time.

“Insurance Group”: on a collective basis, Aspen and its subsidiaries that are regulated insurance or reinsurance companies (or part of such regulatory group), of which the BMA is the group supervisor, pursuant to the Applicable Supervisory Regulations.

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“Insurance Subsidiary”: a Subsidiary of the Borrower engaged in the insurance and/or reinsurance underwriting business.

“Interest Payment Date”: (a) as to any ABR Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the Term Loan Maturity Date, (b) with respect to any Term Benchmark Loan, the last day of the Interest Period applicable to the borrowing of which such Loan is a part (and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the Term Loan Maturity Date, and (c) with respect to any Daily Simple SOFR Loan, each date that is on the numerically corresponding day in each calendar month that is three months after the date of the borrowing of which such Loan is a part and the Term Loan Maturity Date.

“Interest Period”: as to any Term Benchmark Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Term Benchmark Loan and ending one, three or six months, thereafter as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Term Benchmark Loan and ending one, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)the Borrower may not select an Interest Period that would extend beyond the Term Loan Maturity Date; and

(iii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Investment” as defined in Section 7.5.

“Lenders”: as defined in the preamble hereto.

“Lender-Related Person”: as defined in Section 11.5(c).

“Lien”: any mortgage, charge, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including the interest of a vendor or lessor in any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Notes, any fee letter executed or delivered in connection herewith or therewith, any other document or instrument signed by the Borrower that

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expressly provides that it is a Loan Document as defined herein and any amendment, waiver, supplement or other modification to any of the foregoing.

“Market Disruption Event”: the occurrence or existence of any of the following events or sets of circumstances:

(1)trading in securities generally (or in the Borrower’s preference shares or other securities specifically) on the New York Stock Exchange, any other U.S. national or international securities exchange or over-the-counter market on which the Borrower’s preference shares and/or other securities are then listed or traded shall have been suspended or settlement on any such exchange generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the relevant exchange or by any other regulatory body or governmental agency having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Qualifying Securities;

(2)the Borrower would be required to obtain the consent or approval of its common or preference shareholders (to the extent required) or of a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue or sell Qualifying Securities in order to satisfy the Replacement Capital Obligation, and that consent or approval has not yet been obtained notwithstanding the Borrower’s Commercially Reasonable Efforts to obtain that consent or approval;

(3)a banking moratorium shall have been declared by the competent authorities of Bermuda, the United Kingdom, the United States and/or any member state of the European Economic Area (“EEA”) and such moratorium materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Qualifying Securities for the purposes of satisfying the Replacement Capital Obligation;

(4)a material disruption shall have occurred in commercial banking or securities settlement or clearance services in Bermuda, the United Kingdom, the United States and/or any member state of the EEA and such disruption materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Qualifying Securities for the purposes of satisfying the Replacement Capital Obligation;

(5)after the Closing Date, Bermuda, the United Kingdom, the United States and/or any member state of the EEA shall have become engaged in hostilities, there shall have been an escalation in hostilities involving Bermuda, the United Kingdom, the United States and/or any member state of the EEA, there shall have been a declaration of a national emergency or war by Bermuda, the United Kingdom, the United States and/or any member state of the EEA or there shall have occurred any other national or international calamity or crisis (including any pandemic or epidemic) and such event materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Qualifying Securities for the purposes of satisfying the Replacement Capital Obligation;

(6)there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, currency exchange rates or exchange controls, and such change renders the market for trading in, or the issuance and sale of, Qualifying Securities for the purposes of satisfying the Replacement Capital Obligation unavailable;

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(7)an event occurs and is continuing as a result of which the offering document for the offer and sale of Qualifying Securities would, in the Borrower’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated in that offering document or necessary to make the statements in that offering document not misleading and either (i) the disclosure of that event at such time, in the Borrower’s reasonable judgment, is not otherwise required by law and would have an adverse effect on the Borrower business in any material respect, (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede, delay or otherwise negatively affect the Borrower’s ability to consummate that transaction or (iii) the event relates to a previously undisclosed material (re)insurance loss and the disclosure of that event at such time, in the Borrower’s reasonable judgment, is impeded by the current nature of such event and the extent of losses remain under consideration by management pending further information from brokers, cedants or insureds; provided that no single suspension period described in this clause (7) shall exceed 90 consecutive days and multiple suspension periods described in this clause (7) shall not exceed an aggregate of 90 days in any 180-day period; or

(8)the Borrower reasonably believes that the offering document for the offer and the sale of Qualifying Securities would not be in compliance with a rule or regulation of the SEC or any other securities regulatory authority or exchange to which the Borrower is subject (for reasons other than those described in clause (7) above) and the Borrower is unable to comply with such rule or regulation; provided that no single suspension period described in this clause (8) shall exceed 90 consecutive days and multiple suspension periods described in this clause (8) shall not exceed an aggregate of 90 days in any 180-day period.

“Material Adverse Effect”: any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, property, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Material Subsidiary”: at any time, any Subsidiary (x) the total consolidated assets or total consolidated revenues of which exceed 10% of the total consolidated assets or total consolidated revenues, respectively, of the Borrower and its Subsidiaries on a consolidated basis at the end of or for, respectively, the then most recently completed fiscal quarter of the Borrower for which financial statements shall have been made available to the Lenders as described in Section 4.1 or pursuant to Section 6.1 and/or (y) the net assets of which exceed $100,000,000 at the end of the then most recently completed fiscal quarter of the Borrower for which financial statements shall have been made available to the Lenders as described in Section 4.1 or pursuant to Section 6.1.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA in respect of which a Group Member or a Commonly Controlled Entity has an obligation to contribute or has any direct or indirect liability.

“Net Cash Proceeds”: (x) with respect to any issuance or incurrence of Indebtedness by the Borrower or any Subsidiary, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith; and (y) in connection with any issuance or sale of Capital Stock by the Borrower, the cash proceeds received from such issuance or sale,

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net of attorneys’ fees and disbursements, investment banking fees and disbursements, accountants’ fees and disbursements, underwriting fees, discounts and commissions, printing expenses, any governmental or exchange fees incurred (or reasonably expected to be incurred) and other customary fees and expenses actually incurred in connection therewith; provided, that, Net Cash Proceeds shall not include the proceeds of any issuance or sale of Capital Stock to the extent such proceeds are used, within twelve months of such issuance or sale, to redeem shares of Capital Stock of the Borrower then outstanding.

“Non-Excluded Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and, (b) to the extent not otherwise described in (a), Other Taxes.

“Non-U.S. Lender”: as defined in Section 2.15(e).

“Notes”: the collective reference to any promissory note evidencing Loans, substantially in the form of Exhibit F or Exhibit G, as the case may be.

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent and the Syndication Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, reimbursement obligations, indemnities, costs, expenses or otherwise (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Syndication Agent or to any Lender that are required to be paid by the Borrower pursuant hereto).

“OFAC”: as defined in Section 4.17(b).

“Other Connection Taxes”: with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Insurance Product”: any specialty insurance or reinsurance product such as contingency reinsurance and structured risks.

“Other Taxes”: any and all present or future stamp, or court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Participant”: as defined in Section 11.6(c).

“Participant Register”: as defined in Section 11.6(c).

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“Patriot Act”: the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October

26, 2001)).

“Payment”: as defined in Section 9.10(a).

“Payment Notice”: as defined in Section 9.10(b).

“Payment Recipient”: as defined in Section 9.10(a).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and in respect of which a Group Member or (with respect to an employee benefit plan subject to Title IV of ERISA) a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA responsible for contributing to or under or having any liability.

“Prepayment Event”:

(a)any issuance or incurrence of Indebtedness that constitutes Indebtedness under clause (a), (c) or (e) of the definition thereof; and

(b)any issuance of Capital Stock (including any equity-linked securities) in a public or private placement by the Borrower or any of its Subsidiaries, other than (i) Capital Stock or such other securities issued pursuant to employee stock plans or employee compensation plans or contributed to pension funds (including any issuances of equity securities upon conversion or exercise of any of the foregoing described in this clause (i)), (ii) Capital Stock or other securities issued or transferred as consideration in connection with any acquisition or joint venture agreement, (iii) Capital Stock or such other securities issued to the Borrower or any of its Subsidiaries and (iv) transfers of Capital Stock by existing shareholders.

“Pricing Grid”: the table set forth on Annex A.

“Primary Policy”: any insurance policy issued by an Insurance Subsidiary.

“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

“Private Act”: a private act of the Bermuda Parliament enacted consequent on a petition presented by a person or persons and applicable specifically to the Borrower or a Subsidiary in whole or in part.

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“Process Agent”: as defined in Section 11.14.

“Projections”: as defined in Section 4.16.

“Properties”: as defined in Section 4.15(d).

“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualifying Securities”: any securities (other than the Borrower’s common shares, rights to purchase the Borrower’s common shares and securities convertible into or exchangeable for our common shares, such as preference shares that are convertible into our common shares) having equal or better capital treatment as the capital represented by the Loans under the Group Rules.

“RCO Satisfying Issuance”: as defined in Section 2.7(e).

“Register”: as defined in Section 11.6.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reinsurance Agreement”: any agreement, contract, treaty, certificate or other arrangement whereby any Insurance Subsidiary agrees to assume from or reinsure an insurer or reinsurer for all or part of the liability of such insurer or reinsurer under a policy or policies of insurance issued by such insurer or reinsurer.

“Relevant Governmental Body”: the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement Capital Obligation”: as defined in Section 2.7(e)(ii).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under PBGC Reg. § 4043.4.

“Required Lenders”: at any time, the holders of more than 50% of outstanding Term Loans and unused Term Loan Commitments; provided that the Commitment of, and the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirement of Law”: as to any Person, the Memorandum of Association or the Certificate of Incorporation and Bye-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer”: the chief executive officer, chief financial officer, chief investment officer, chief risk officer, chief capital management officer, president or treasurer of the Borrower.

“Restricted Payments”: as defined in Section 7.4.

“Retrocession Agreement”: any agreement, treaty, certificate or other arrangement whereby any Insurance Subsidiary cedes to another insurer all or part of such Insurance Subsidiary’s liability under a policy or policies of insurance reinsured by such Insurance Subsidiary.

“Revolving Borrower”: has the meaning assigned to the term “Borrower” in the Revolving Credit Agreement (as in effect on the date hereof).

“Revolving Credit Agreement”: the Third Amended and Restated Credit Agreement, dated as of December 1, 2021 (as amended by the First Amendment, dated as of January 6, 2023, as amended by the Second Amendment, dated as of June 29, 2023 and as otherwise amended, supplemented, restated or otherwise modified from time to time, among the Borrower, Barclays, as administrative agent, the lenders from time to time party thereto and the other parties from time to time party thereto).

“Revolving Loan Document”: has the meaning assigned to the term “Loan Document” in the Revolving Credit Agreement (as in effect on the date hereof).

“S&P”: Standard & Poor’s Ratings Services and its successors.

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Section 2.7 Required Lenders”: the holders of more than 25% of outstanding Term Loans and unused Term Loan Commitments (provided that the Commitment of, and the Term Loans held or deemed held by, any Defaulting Lender shall be excluded).

“Single Employer Plan”: any Plan that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA but that is not a Multiemployer Plan.

“SOFR”: with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding U.S. Government Securities Business Day.

“SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing”: as to any borrowing, the SOFR Loans comprising such borrowing.

“SOFR Determination Day”: has the meaning assigned to such term in the definition of “Daily Simple SOFR”.

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“SOFR Loan”: a Loan that bears interest at a rate based on Term SOFR, other than, in each case, pursuant to clause (c) of the definition of “ABR”.

“SOFR Rate Day”: has the meaning assigned to such term in the definition of “Daily

Simple SOFR”.

“Solvency Test Date”: the date that is six months prior to the Term Loan Maturity Date.

“Spot Selling Rate”: on any date, as determined by the Administrative Agent, the spot selling rate posted by Reuters on its website for the sale of the applicable currency for dollars at approximately 11:00 a.m., New York City time, two Business Days prior to such date (the “ApplicableQuotation Date”); provided that if, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent, or, in the event no such service is selected, such spot selling rate shall instead be the rate determined by the Administrative Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11.00 a.m., New York City time, on the Applicable Quotation Date for the purchase of the relevant currency for delivery two Business Days later.

“Structuring Agent”: HSBC Bank Bermuda Limited, in its capacity as structuring agent.

“Subsidiary”: as to any Person, a corporation, company, partnership, limited liability company or other entity of which shares of stock, shares in the capital or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, company, partnership or other entity are at the time owned by such Person; provided that for purposes of this Agreement, no ILS Entity shall be considered a Subsidiary of the Borrower or any other Group Member. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract”: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value”: in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations

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provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Syndication Agent”: Lloyds Bank PLC, in its capacity as syndication agent.

“Target Capital Level”: at least 120% of the ECR.

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Term SOFR.

“Term Benchmark Tranche”: the collective reference to Term Benchmark Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Term Loan”: as defined in Section 2.1.

“Term Loan Commitment”: as to any Lender, its obligation to make a Term Loan to the Borrower on the Funding Date, expressed as an amount representing the maximum principal amount of the Term Loans to be made by such Lender hereunder, as such Commitment may be changed from time to time pursuant to Section 2.1. The initial amount of such Lender’s Term Loan Commitment is set forth opposite such Lender’s name in Part A of Schedule 1.1 under the heading “Term Loan Commitment”.

The initial aggregate amount of the Term Loan Commitments is $300,000,000.

“Term Loan Maturity Date”: the date that is the third anniversary of the Funding Date.

“Term Percentage”: as to any Lender at any time, the percentage which such Lender’s Term Loan Commitment then constitutes of the aggregate Term Loan Commitments (or, at any time after the making of the Term Loans on the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of all Term Loans then outstanding).

“Term SOFR”:

(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFRDetermination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, plus the Applicable SOFR Adjustment; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

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(b)for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR DeterminationDay”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator, plus the Applicable SOFR Adjustment; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator”: the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Loan”: a Loan that bears interest at a rate based on Term SOFR.

“Term SOFR Reference Rate”: the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR.

“Tier 2 or Tier 3 Ancillary Capital”: a capital instrument approved as Tier 2 or Tier 3 Ancillary Capital pursuant to the Group Supervision Rules (or, if the Group Supervision Rules are amended so as to no longer refer to, in either case, Tier 2 or Tier 3 Ancillary Capital in this respect, the nearest corresponding concept (if any) under the Group Supervision Rules, as amended).

“Transferee”: any Assignee or Participant.

“Type”: as to any Loan, its nature as an ABR Loan or a Term Benchmark Loan.

“UK Financial Institutions”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the Financial Conduct Authority Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States”: the United States of America.

“U.S. Government Securities Business Day”: any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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“Voting Stock”: as applied to the shares of any company, shares of any class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such company other than shares having such power only by reason of the happening of a contingency.

“Wholly Owned Subsidiary”: of any Person, any Subsidiary of such Person to the extent all of the Capital Stock of such Subsidiary, other than directors’ or nominees’ qualifying shares, is owned directly or indirectly by such Person.

“Winding-Up”: at any time, a court order is made or an effective resolution is passed for the winding-up of the Borrower (except, in any case, a solvent winding-up solely for the purpose of a reconstruction, merger or amalgamation or the substitution in place of the Borrower of a successor in business of the Borrower).

“Withholding Agent”: the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Other Definitional Provisions.

(a)Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (A) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (B) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof) and (C) any change to lease accounting rules from those in effect on March 27, 2017 pursuant to Accounting Standards Codification 840 and other lease accounting guidance in effect on such date, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative

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meanings), (iv) “consolidated” means, when used with reference to financial statements or financial statement items of a Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (vi) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time and (vii) references to statutes or regulations shall, unless otherwise specified, be deemed to include all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statutes or regulations.

(c)The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3[Reserved.]

1.4Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to such approvals required under Section 11.1); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.5Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.

SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

2.1Term Loan Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make term loans in Dollars (a “Term Loan”) during the Availability Period to the Borrower in an amount equal to the Term Loan Commitment of such Lender. The Borrower may make only one borrowing under the Term Loan Commitments. Amounts borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. The Term Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9.

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(b)    On the Term Loan Maturity Date, but subject to compliance with the BMA Repayment Requirements, the Borrower shall repay all then outstanding Term Loans made by the Lenders to the Borrower.

2.2Procedure for Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice substantially in the form of Exhibit M hereto must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested date of the borrowing, in the case of Term Benchmark Loans, or (b) one Business Day prior to the requested date of the borrowing, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested borrowing date and (iii) in the case of Term Benchmark Loans, the respective length of the initial Interest Period therefor.

Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of the borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the proposed borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan by designating such branch or Affiliate as its lending office; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

2.3Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender which has a then effective Commitment a commitment fee (a “Commitment Fee”) for the period from and including the date that is 30 days after the Closing Date to the last day upon which such Lender’s Commitment shall have terminated, computed at the Commitment Fee Rate on the average daily amount of the unused portion of the Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Commitment Fee Payment Date, commencing on the first such date to occur after the date hereof.

(b)The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a funding fee (the “Funding Fee”) equal to 0.20% of the aggregate amount of Term Loan Commitments that are funded on the Funding Date, which fee shall be due and payable in cash on such date.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a duration fee (the “Duration Fee”) equal to 0.125% of the aggregate principal amount of the Term Loans outstanding on each applicable Duration Fee Payment Date, which shall be due and payable in cash on such date; provided that, with respect to the Duration Fee paid on the date that the Term Loans are repaid in full, such Duration Fee shall be computed at 0.125% on the average daily amount of the Term Loans outstanding from the last Duration Fee Payment Date to the date the Term Loans are repaid in full multiplied by a fraction, the numerator of which is the number of days from the last Duration Fee Payment Date and the denominator of which is 90.

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2.1Termination or Reduction of Commitments Unless previously terminated, the Term Loan Commitments shall terminate upon the making of the Loans on the Funding Date or the last day of the Availability Period, whichever comes first.

2.2Ranking.

The payment obligations of the Borrower under this Agreement are unsecured and rank:

(a)in the event of a Winding-Up of the Borrower, contractually subordinated to the claims of all policyholders of Insurance Subsidiaries as at the date of the Winding-Up of the Borrower to the extent that such Insurance Subsidiaries do not have sufficient capital (or are otherwise unable) to satisfy such claims;

(b)senior in right of payment to any future indebtedness that the Borrower incurs that is expressly subordinated in right of payment to the Term Loans; and

(c)equal in right of payment to the Borrower’s existing and future unsecured indebtedness that is not subordinated in right of payment to the Term Loans.

It is understood that Section 2.5(a) shall cease to apply if the Term Loans no longer constitute Tier 2 or Tier 3 Ancillary Capital.

2.1Prepayments.

(a)Optional Prepayments. Subject always to Section 2.7, the Borrower may at any time and from time to time prepay the Loans made by the Lenders to the Borrower, in whole or in part, without premium or penalty, upon irrevocable notice substantially in the form of Exhibit N delivered by the Borrower to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, and no later than 11:00 A.M., New York City time, on the requested prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the name of the Borrower and whether the prepayment is of Term Benchmark Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16; provided further that any such prepayment pursuant to Section 2.6(a) shall comply with the BMA Repayment Requirements. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ABR Loans and Term Benchmark Loans for the Borrower shall be in an aggregate principal amount of

$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of ABR Loans, the entire principal amount thereof).

(b)Replacement Tier 2 or Tier 3 Ancillary Capital Prepayments.

(i)Subject to clause (iv) below and compliance with the BMA Repayment Requirements, on each occasion that the Borrower or any Subsidiary receives any Net Cash Proceeds in respect of any Prepayment Event (other than an RCO Satisfying Issuance), (i) prior to the Funding Date, unused outstanding Term Loan Commitments shall be reduced on a Dollar-for- Dollar basis on the date of receipt by the Borrower or its Subsidiaries of any such Net Cash Proceeds and (ii) on and after the Funding Date, outstanding Loans shall be prepaid on a Dollar for Dollar basis by the Borrower or its Subsidiaries promptly (and in any event within five

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Business Days) with any such Net Cash Proceeds. Subject to clause (ii) below, each prepayment of outstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata among the Loans.

(ii)The Borrower shall notify the Administrative Agent in writing substantially in the form of Exhibit N of any prepayment of Loans required to be made pursuant to Section 2.6(b) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Loans of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment.

(iii)[Reserved.]

(iv)The Borrower shall not be required to prepay by any amount that would otherwise be required pursuant to clause (i) above to the extent (i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Borrower of any such Net Cash Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Subsidiary and the repatriation of such Net Cash Proceeds to the Borrower would result in adverse tax consequences as reasonably determined by the Borrower; provided that upon the Borrower obtaining knowledge that such circumstance in clause

(i) and/or clause (ii), as applicable, ceases to apply, such Net Cash Proceeds shall be deemed received for purposes of clause (i) above and any prepayment or reduction requirements applicable thereto.

(c)the Borrower shall also pay any amounts owing pursuant to Section 2.16.

2.1BMA Repayment Requirements

(a)If any amount is required to be paid, repaid or prepaid by the Borrower pursuant to this Agreement or the other Loan Documents, other than scheduled payments of interest and fees and other amounts (not being of principal, interest or fees) under this Agreement or the other Loan Documents, but, on the date of any such payment, repayment or prepayment, the BMA Repayment Requirements would not be satisfied, the Borrower shall, as soon as reasonably practicable (and, in any event, within three Business Days of the date for such payment, repayment or prepayment), deliver a notice to the Administrative Agent explaining why the BMA Repayment Requirement would not be satisfied (“BMA Repayment Requirement Notice”). The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s BMA Repayment Requirement Notice.

(b)Following the receipt by the Administrative Agent of a BMA Repayment Requirement Notice, the date of the applicable payment, repayment or prepayment shall be deferred to the earlier of (x) the first date following the delivery of the BMA Repayment Requirement Notice that the BMA Repayment Requirements would be satisfied if such payment, repayment or prepayment were made on such date and (y) a Winding-Up (such earlier date, the “Rescheduled BMA Payment Date”).

(c)The Borrower shall notify the Administrative Agent of the Rescheduled BMA Payment Date as soon as reasonably practicable (and, if possible, at least three Business Days prior to such date). The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s notice under this Section 2.7(c).

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(d)Each of the parties agrees and acknowledges that a failure by the Borrower to pay, repay or prepay any amount in the circumstances contemplated by paragraph (a) above shall not constitute an Event of Default (it being understood that, notwithstanding the foregoing, failure to repay the Term Loans on the Term Loan Maturity Date shall constitute an Event of Default under Section 8.1(a), but not if such failure to repay is caused by paragraph (a) of the definition of "BMA Repayment Requirements" not being met).

(e)

(i)If, as of the Solvency Test Date or any date thereafter (including, without limitation, on the Term Loan Maturity Date), the Borrower does not have sufficient capital to satisfy the ECR Condition, the Borrower shall promptly commence using Commercially Reasonable Efforts, subject to the existence of a Market Disruption Event, to raise net cash proceeds from the issuance of Qualifying Securities in an amount at least equal to the principal amount of the Term Loans outstanding as of such date (the “Replacement Capital Obligation”).

(ii)On or after the Solvency Test Date and prior to the Term Loan Maturity Date, if the Borrower is unable to satisfy the ECR Condition, the Borrower shall, within five Business Days of the principal executive officer or the principal financial officer of the Borrower becoming aware of the inability to so satisfy the ECR Condition, notify the Administrative Agent in writing of such inability (and direct the Administrative Agent to transmit such notice to the Lenders); provided, however, that the Borrower shall provide any such notice no later than the Business Day immediately preceding the Term Loan Maturity Date.

(iii)If a successful issuance of Qualifying Securities satisfying the Replacement Capital Obligation occurs after the Solvency Test Date (an “RCO Satisfying Issuance”), then (i) such RCO Satisfying Issuance shall constitute an issuance of replacement capital in satisfaction of the BMA Repayment Requirements for any prepayment or repayment of the Term Loans, and

(ii) the Borrower shall promptly notify the Administrative Agent of such RCO Satisfying Issuance in writing (and direct the Administrative Agent to transmit such notice to the Lenders). Upon receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds of any such RCO Satisfying Issuance, outstanding Loans shall be prepaid or repaid on a Dollar for Dollar basis by the Borrower or its Subsidiaries promptly (and in any event within one Business Day) with any such Net Cash Proceeds.

(iv)The Replacement Capital Obligation shall continue to apply until the earlier of (i) an RCO Satisfying Issuance or (ii) the BMA Repayment Requirements being satisfied by means other than an RCO Satisfying Issuance; provided that, if the BMA Repayment Requirements cease to be satisfied prior to the Term Loan Maturity Date, the Replacement Capital Obligation shall be reinstated.

(v)The Borrower’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Securities to satisfy the Replacement Capital Obligation, subject to the existence of a Market Disruption Event, shall constitute a breach of a covenant under this Agreement (a “Replacement Capital Obligation Default”), but shall not in any case constitute a Default or an Event of Default under this Agreement. The sole remedy for a Replacement Capital Obligation Default is for the Administrative Agent or the Administrative Agent acting on behalf of the Section 2.7 Required Lenders to bring suit for specific performance of the Borrower’s obligations with respect to the Replacement Capital Obligation Default. No Lender may pursue any such remedy under the Agreement unless the Administrative Agent shall have failed to act within five Business Days after (i) receiving notice of a Replacement Capital

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Obligation Default and request by the Section 2.7 Required Lenders to bring suit and (ii) receiving an indemnity reasonably satisfactory to it. If the Administrative Agent has failed to take such action then any Lender that is a Section 2.7 Required Lender has the right to act at the request of the Section 2.7 Required Lenders to pursue the remedy specified therein.

2.1Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit H no later than 10:00 A.M., New York City time three Business Days prior to the proposed conversion date; provided that any such conversion of Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a Term Benchmark Loan when any Event of Default or Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)    Any Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, substantially in the form of Exhibit H hereto in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loan; provided that no Term Loan may be continued as such when any Event of Default or Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this Section 2.8 or if such continuation is not permitted pursuant to the preceding proviso, such Loan shall be automatically converted to an ABR Loan on the last day of such then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

2.2Limitations on Term Benchmark Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Term Benchmark Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that,

(a)after giving effect thereto, the aggregate principal amount of the Term Benchmark Loans comprising each Term Benchmark Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than twenty Term Benchmark Tranches shall be outstanding at any one time.

2.1Interest Rates and Payment Dates. (a) Each Term Benchmark Loan shall bear interest (including, without limitation, after the Term Loan Maturity Date, if applicable) for each day during each Interest Period with respect thereto at a rate per annum equal to the Term SOFR determined for such day plus the Applicable Margin .

(b)Each ABR Loan shall bear interest (including, without limitation, after the Term Loan Maturity Date, if applicable) at a rate per annum equal to the ABR plus the Applicable Margin.

(c)(i) (x) If an Event of Default under Section 8.1(a) or Section 8.1(f) shall have occurred and be continuing, (y) upon the request of the Required Lenders if any other Event of Default shall have occurred and be continuing or (z) at any time after the Term Loan Maturity Date, the principal amount of all Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% (or, at any time after the

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Term Loan Maturity Date, 5%) and (ii) if all or a portion of any interest payable on any Loan or any Commitment Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2% (or, at any time after the Term Loan Maturity date, 5%), in each case as described in this clause (ii), from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d)Interest shall be payable in arrears on each Interest Payment Date; provided that, at the request of the Administrative Agent or the Required Lenders, interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.1Computation of Interest and Fees. Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Term SOFR. Any change in the interest rate on a Loan resulting from a change in the ABR or the Term SOFR (pursuant to Section 2.14) shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.10(a).

2.2Inability to Determine Interest Rate; Benchmark Replacement Setting.

(a)Inability to Determine Interest Rate. Subject to this Section 2.12, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(i)the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(ii)the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any

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outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.16. Subject to Section 2.13, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

(b)Benchmark Replacement.

Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause

(a)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and the definition of “Term SOFR” shall be deemed modified to delete the addition of the Applicable SOFR Adjustment to Term SOFR for any calculation and(B) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00

p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.12(e) and (v) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

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(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including any Term Benchmark) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non- representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause

(i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any pending request for a Term Benchmark borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that any tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

2.1Pro Rata Treatment and Payments. (a) The borrowing of the Term Loans by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata among the Lenders, and each payment by the Borrower on account of any Commitment Fee shall be distributed by the Administrative Agent pro rata to each Lender according to the respective amounts thereof owing pursuant to Section 2.3(a).

(f)Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans made to it shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders.

(g)All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in the currency required hereunder and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Term Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

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(h)Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Funding Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Funding Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrower.

(i)Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.1Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the date hereof:

(i)shall subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any Term Benchmark Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) taxes described in clauses (c) through (e) of the definition of Excluded Taxes, (ii) Non-Excluded Taxes and (iii) Connection Income Taxes);

(ii)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Term SOFR; or

(iii)shall impose on such Lender or the applicable offshore interbank market any other condition (not to include Taxes) affecting this Agreement or such Lender’s Loan;

and the result of any of the foregoing is to increase the cost to such Lender (or, in the case of clause (i) above, to such Lender or the Administrative Agent), by an amount that such Lender (or, in the case of clause (i) above, such Lender or the Administrative Agent) deems to be material, of making, converting

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into, continuing or maintaining Term Benchmark Loans (or of its obligation to make any such Term Benchmark Loan), or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower to which such Loans were made shall pay such Lender (or, in the case of clause (i) above, such Lender or the Administrative Agent) any additional amounts necessary to compensate such Lender (or, in the case of clause (i) above, such Lender or the Administrative Agent) for such increased cost or reduced amount receivable. If any Lender or the Administrative Agent becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority, in each case made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c)Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.

(d)A certificate setting forth in reasonable detail a calculation of the amount of and the basis for any additional amount payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on such certificate within 10 Business Days after receipt by the Borrower. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to clause (a) or (b) of this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

2.1Taxes. (a) Except as required by applicable law, all payments made by (or on behalf of) the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes. If any Non-Excluded Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any other Loan Document, (i) the amounts so payable by the Borrower to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder or under any other Loan Document at the rates or in the

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amounts specified in this Agreement or in the applicable Loan Document as if such withholding or deduction had not been made, (ii) the Borrower or applicable Withholding Agent shall deduct or withhold such amounts and (iii) the Borrower or applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) of this Section.

(b)In addition, the Borrower shall pay any Other Taxes and any Excluded Taxes in respect of which it has been by law required to make any deduction or withholding to the relevant Governmental Authority in accordance with applicable law or, in the case of Other Taxes, at the option of the Administrative Agent, timely reimburse it for the payment of such Other Taxes.

(c)The Borrower shall indemnify the Administrative Agent and each Lender, within 10 Business Days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15), whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

(e)A Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Lender. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements and to allow the Borrower and the Administrative Agent to comply with any information reporting requirements to which they are subject; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Lender. Each Lender that is a United States person, as defined in section 7701(a)(30) of the Code (a “United States Person”), shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of U.S. Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax. To the extent the Borrower is a United States Person (a “U.S. Borrower”), each Lender (or Transferee) that is not a United States Person (a “Non-U.S. Lender”) shall deliver to such U.S. Borrower and the Administrative

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Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) (i) two copies of U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, Form W-8ECI or Form W-8IMY, or, (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit E-1 (except for Non-U.S. Lenders that are partnerships for U.S. Federal Income Tax purposes, which shall deliver a statement substantially in the form of Exhibit E-4) and a Form W-8BEN or W-8BEN-E or Form W-8IMY, or any subsequent versions thereof or successor thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments under this Agreement and the other Loan Documents, or (iii) in the case of a Non-U.S. Lender that is not the beneficial owner of the Term Loan, two copies of Form W-8IMY, accompanied by Form W-8ECI, Form W-8BEN, Form W 8BEN-E, a statement substantially in the form of Exhibit E-2 or Exhibit E-3, Form W- 9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a statement substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a Non-U.S. Lender with respect to any U.S. Borrower under this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) or within 10 Business Days of the request by such U.S. Borrower or the Administrative Agent. If a payment made to a Lender under any Loan Document would be subject to

U.S. federal withholding Tax imposed by FATCA if such lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Any non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. Each Non-U.S. Lender shall promptly notify each U.S. Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to such U.S. Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach the additional documentation that must be transmitted with the Form W-8IMY, including the appropriate forms described in this Section 2.15(e).

(f)Each Lender shall indemnify the Administrative Agent for the full amount of any Non-Excluded Taxes that are attributable to such Lender and that are payable or paid by the Administrative Agent, (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such non-Excluded Taxes and without limiting the obligation of the Borrower to do so). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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(g)If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of or credit for any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid any additional amount pursuant to this Section, it shall pay over such refund or the amount of such credit to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses incurred by the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender if the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority or loses the benefit of such credit. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(h)The agreements in this Section shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

2.1Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of

(a) any failure of the Borrower to make a borrowing of, conversion into or continuation of Term Benchmark Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) any failure of the Borrower to make any prepayment of Term Benchmark Loans after the Borrower has given notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Term Benchmark Loans on a day that is not the last day of an Interest Period with respect thereto. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

2.2Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14(a), 2.14(b) or 2.15(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Term Loans affected by such event or assign its rights and obligations hereunder to an Affiliate with the object of avoiding the consequences of such event; provided, that such designation or assignment is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) or such Affiliate, as the case may be, to suffer no unreimbursed economic, legal or regulatory disadvantage.

2.3Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14(a), 2.14(b) or 2.15(a), (b) refuses to consent to any waiver or amendment with respect to any Loan Document that requires the approval of each Lender or all affected Lenders and that has been consented to by the Required Lenders or (c) becomes a Defaulting Lender, with a replacement financial institution; provided that (i) such

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replacement does not conflict with any Requirement of Law, (ii) no Event of Default or Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall, within 30 days of the Borrower’s request have taken no action under Section 2.17 that eliminates the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iv) the replacement financial institution shall purchase, at par, all Term Loans and other amounts (including accrued interest) owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.16 if any Term Benchmark Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto as if it were prepaid on the date of such purchase (provided that in the case of a replacement pursuant to clause

(c) above, the Borrower shall only be liable for the positive difference, if any, between (A) any amounts owing by the Borrower under Section 2.16 and (B) any obligations owing by such Defaulting Lender to the Borrower under the Loan Documents as a result of such Defaulting Lender becoming a Defaulting Lender), (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6 (provided that the Borrower shall be obligated to pay the portion of the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.4Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)the Commitment Fee set forth in Section 2.3(a) shall cease to accrue for such Defaulting Lender.

(b)the Commitment and Term Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 11.1), provided that any waiver, amendment or modification (i) requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately with respect to the other affected Lenders or (ii) that would increase or extend the term of the Commitment of such Defaulting Lender shall require the consent of such Defaulting Lender.

(c)[Reserved.]

(d)[Reserved.]

(e)[Reserved.]

(f)any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 11.7 but excluding Section 2.18) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) [reserved], (iii) [reserved], (iv) second, to the funding of any Term Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) third, if so determined by the Administrative

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Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Term Loans under this Agreement, (vi) fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.

SECTION 3 [Reserved.]

SECTION 4 REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Term Loans, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

4.1Financial Conditions. Except as set forth in any public filing by the Borrower prior to the Closing Date with the United States Securities and Exchange Commission, the audited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2022, and the related consolidated statement of comprehensive income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young Global Limited, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as set forth in any public filing by the Borrower prior to the Closing Date with the United States Securities and Exchange Commission, as of the date of this Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for material taxes or any material long-term leases or material unusual forward or long-term commitments, including any Swap Contracts, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date of this Agreement there has been no Disposition by any Group Member of any material part of its business or property.

4.2No Change. Except as set forth in any public filing by the Borrower prior to the Closing Date with the United States Securities and Exchange Commission, since December 31, 2022, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3Existence; Compliance with Law. Each Group Member (a) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure to so qualify or be in good standing would not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including the Bermuda Companies Act and Insurance Act as applicable to the Borrower and each Subsidiary incorporated under the laws of Bermuda) except to the extent that the failure to comply therewith could not, in the aggregate,

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reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is subject to any Private Act.

4.4Power; Authorization; Enforceable Obligations.

(a)The Borrower has or will have the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain Term Loans hereunder, and the Borrower has or will have taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Term Loans or with the execution, delivery, performance, validity or enforceability of this Agreement or any other Loan Document, except in connection with the BMA Repayment Requirements as set forth herein and consents, authorizations, filings and notices that have been obtained or made and are in full force and effect. Each Loan Document has been or will be duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)Under the laws of the jurisdiction of its incorporation in force at the date hereof, the Borrower will not be required to make any deduction or withholding from any payment it may make hereunder or under the Notes.

(c)The claims of the Lenders against the Borrower under this Agreement and the Notes will rank at least pari passu with the claims of all its other unsecured creditors under the laws of (i) the jurisdiction of the Borrower’s incorporation and (ii) New York, except creditors whose claims are preferred solely by any bankruptcy, insolvency or other similar law of general application governing the enforcement of creditors’ rights.

(d)In any proceedings taken in Bermuda in relation to this Agreement, the choice of New York law as the governing law of this Agreement, and any judgment obtained in the United States, will be recognized and enforced (other than a judgment for a sum payable in respect of taxes or other charges of a like nature in respect of a fine or other penalty, or in respect of multiple damages as defined in the Protection of Trading Interests Act 1981 of Bermuda), provided that (i) the court which rendered the judgment was competent to hear the action in accordance with private international law principles as applied in Bermuda and (ii) the judgment is not contrary to public policy (and the Borrower is not aware of anything contrary to public policy) in Bermuda, has not been obtained by fraud or in proceedings contrary to natural justice and is not based on an error in Bermuda law.

(e)Under the laws of Bermuda it is not necessary that this Agreement, the Notes or any other Loan Document be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation with this Agreement, the Notes or such other Loan Document.

4.5No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant

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to any Requirement of Law or any such Contractual Obligation (except, in the case of Contractual Obligations, to the extent that the failure of any of the statements in this Section 4.5 to be accurate could not reasonably be expected to have a Material Adverse Effect).

4.6Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending, or, to the knowledge of the Borrower, threatened, by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

4.7No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8Ownership of Property; Liens. Each of the Borrower and each Material Subsidiary has good title to, or a valid leasehold interest in all its real and personal property material to its business except for minor defects in title that could not reasonably be expected to have a Material Adverse Effect, and none of such property is subject to any Lien not permitted by Section 7.6.

4.9Taxes. Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member) except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; no material tax Lien has been filed against any Group Member; and, to the knowledge of the Borrower, no claim is being asserted with respect to any tax return or for any unpaid taxes that, individually or in the aggregate for all such claims, would reasonably be expected to have a Material Adverse Effect.

4.10Federal Regulations. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U), and no proceeds of any Term Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.11ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) neither a Reportable Event nor a failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 303 of ERISA), whether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred (other than a standard termination within the meaning of Section 4041(b) of ERISA), and no Lien on the assets or property of any Group Member or any Commonly Controlled Entity in favor of the PBGC or a Plan has arisen, during such five-year period; (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA), (iv) there has been no failure to make, by its due date, a required installment payment under Section 430(j) of the Code with respect to any Single Employer Plan nor any failure to make by its due date a required contribution to a Multiemployer Plan and (v) no Foreign Plan Event has occurred or is reasonably expected to occur.

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Except as would not reasonably be expected to result in a Material Adverse Effect, none of the Borrower, Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and none of the Borrower, Subsidiaries nor any Commonly Controlled Entity would become subject to any liability under ERISA if such entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Except as would not reasonably be expected to result in a Material Adverse Effect, no Multiemployer Plan is Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432(b) of the Code or Section 305(b) of ERISA).

4.12Investment Company Act. The Borrower is not an “investment company”, or a company “controlled” by, or an “affiliated person” of, or “principal underwriter” for, an “investment company”, within the meaning of the Investment Company Act of 1940.

4.13Subsidiaries. Schedule 4.13 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by the Borrower or any other Subsidiary as of such date.

4.14Use of Proceeds. The proceeds of the Term Loans shall be used to (a) repurchase, redeem, or otherwise acquire all outstanding 2023 Senior Notes and (b) pay any fees and expenses in connection therewith.

4.15Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a)none of the Group Members has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law;

(b)none of the Group Members has become subject to liability under any Environmental Law;

(c)none of the Group Members has received notice of any claim with respect to any liability under any Environmental Law;

(d)the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations or under circumstances that could reasonably be expected to give rise to liability under any Environmental Law; and

(e)Hazardous Materials have not been transported or disposed by any Group Member in a manner or to a location that could reasonably be expected to give rise to liability under any Environmental Law.

4.16Accuracy of Information, etc.

(a)To the best of the Borrower’s knowledge, the Confidential Information Memorandum, taken as a whole, is correct in all material respects as of the date thereof and does not, as of the date thereof, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein (taken as a whole) not misleading as of such date in light of the circumstances under which they were made; provided, however, that this representation does not extend to (i) any projections and other forward looking statements contained in the Confidential Information

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Memorandum (the “Projections”) and (ii) information in the Confidential Information Memorandum which is referenced to a specific source or derived from public or other sources. The Projections contained in the Confidential Information Memorandum have been prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable at the time of preparation, it being understood, and the Administrative Agent and each Lender understands that the Projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Borrower and there can be no assurances that such Projections will be realized.

(b)No written statement or information delivered by the Borrower to the Administrative Agent and the Syndication Agent or the Lenders contained in this Agreement or any other Loan Document, taken as a whole, contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein (taken as a whole) not misleading as of the date of such statement or information in light of the circumstances under which they were provided.

(c)As of the Closing Date, to the best knowledge of the Borrower, the information included in the Borrower’s Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.

4.17PATRIOT Act; OFAC.

(a)PATRIOT Act. To the extent applicable, each of the Borrower and its Subsidiaries is in compliance in all material respects with (i) the Trading with the Enemy Act (12 U.S.C.

§§ 95a–95b and 50 U.S.C. App. §§ 1–44), and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V), and any other enabling legislation or executive order relating thereto; (ii) the PATRIOT Act; (iii) Sanctions and (iv) Anti-Corruption Laws.

(b)Sanctioned Persons. None of the Borrower, any Subsidiary nor; any of their respective directors, officers, or, to the knowledge of the Borrower, employees or agents is the subject or target of (or is owned or controlled by a Person that is the subject or target of) any sanctions administered by the United States government, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, and the U.S. Department of Commerce, the United Nations Security Council, the European Union, HM’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”) and any other enabling legislation or executive order relating thereto, and the Borrower will not directly or indirectly use the proceeds of the Term Loans or otherwise make available such proceeds to any Person (i) to fund, finance, or facilitate the activities of or business of any Person that at the time of such funding or financing is the subject or target of any Sanctions, (ii) to fund, finance, or facilitate activities in or business in any country or territory, that at the time of such funding or financing is the subject or target of any Sanctions, or (iii) in violation of any Sanctions or Anti-Corruption Laws.

(c)Compliance. The Borrower has implemented and maintains in effect for itself and its Subsidiaries policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees, directors and agents with the PATRIOT Act, Anti- Corruption Laws and applicable Sanctions.

4.18Margin Regulations. No part of the proceeds of any Term Loan will be used, whether directly or indirectly, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U or X.

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SECTION 5 CONDITIONS PRECEDENT

5.1Conditions to the Closing Date. Anything herein to the contrary, notwithstanding the effectiveness of this Agreement shall not occur until the date on which each of the following conditions precedent is satisfied (or waived in accordance herewith):

(a)Credit Agreement. The Administrative Agent shall have received this Agreement, executed and delivered by the Administrative Agent, the Borrower and each Person listed on Schedule 1.1.

(b)Fees. (i) The Lenders, the Administrative Agent and the Syndication Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsels, including Bermuda local counsel), on or before the Closing Date.

(c)Other Information. (i) The Administrative Agent and each Lender shall have received such information as it shall have reasonably requested to comply with all applicable “know- your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause

(ii) shall be deemed to be satisfied).

(d)Enhanced Capital Requirement Certificate. The Administrative Agent shall have received a certificate from the Borrower certifying pro forma compliance with the Enhanced Capital Requirement Covenant as of March 31, 2023.

5.2Conditions to Each Term Loan. The obligation of each Lender to make Term Loans shall be subject to the satisfaction (or waiver by each Lender) of the following conditions precedent:

(a)Closing Date. The Closing Date shall have occurred.

(b)Representations and Warranties. Each of the representations and warranties made by the Borrower in the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except where such representation and warranty speaks of a specific date in which case such representation and warranty shall be true and correct as of such date and except for Section 4.6).

(c)No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Term Loans requested to be made on such date.

(d)Notice of Borrowing. The Administrative Agent shall have received from the applicable Borrower a notice of borrowing in accordance with Section 2.2.

(e)Funding Certificate; Certified Certificate of Incorporation; Good StandingCertificates. The Administrative Agent shall have received from a Responsible Officer or the secretary or assistant secretary of the Borrower (i) a certificate of the Borrower, dated the Funding Date, substantially in the form of Exhibit B, attaching its Certificate of Incorporation, Memorandum of Association, Bye-

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Laws, Register of Directors & Officers, tax assurance certificate and BMA foreign exchange consent / “No Objection” and other constitutional documents for the Borrower issued (and to the extent available in such jurisdiction, certified) by the appropriate Governmental Authority of Bermuda and (ii) a certificate of compliance for the Borrower from the Registrar of Companies of Bermuda.

(f)Legal Opinions. The Administrative Agent shall have received the executed:

(i)legal opinion of Willkie Farr & Gallagher LLP, counsel to the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent;

(ii)legal opinion of Walkers (Bermuda) Limited, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; and

(iii)legal opinion of US general counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

Each such legal opinion shall cover such other matters pertinent to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(g)Consents, Etc. The Borrower shall have received, on reasonably satisfactory terms, all consents and authorizations required pursuant to any Contractual Obligation with any other Person and shall have obtained all permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary to allow the Borrower to lawfully execute, deliver and perform, in all material respects, its obligations hereunder and under the other Loan Documents to which it is, or shall be, a party and each other agreement or instrument to be executed and delivered by it pursuant thereto or in connection therewith.

(h)2023 Senior Notes. Substantially simultaneously with the Funding Date, amounts outstanding under the 2023 Senior Notes shall be repaid in full (provided that if this clause (j) is not satisfied on or prior to the Funding Date, it shall be permitted to be satisfied within five Business Days of the Funding Date).

(i)Enhanced Capital Requirement Certificate. The Administrative Agent shall have received a certificate from the Borrower certifying pro forma compliance (after giving effect to the repayment of the 2023 Senior Notes and incurrence of the Term Loans) with the Enhanced Capital Requirement Covenant.

(j)Fees. The Lenders, the Administrative Agent and the Syndication Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsels, including Bermudian local counsel), on or before the Funding Date.

SECTION 6 AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect or any Term Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:

6.1Financial Statements. Furnish to the Administrative Agent:

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(a)as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of comprehensive income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year certified by Ernst & Young Global Limited or other independent certified public accountants of nationally recognized standing; and

(b)as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of comprehensive income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a third-party website (such as http://sec.gov) or whether sponsored by the Administrative Agent); provided that the Borrower shall (x) except to the extent that an option to automatically receive an e-mail alert with respect to any applicable document is available at http://investor.aspen.co/EmailNotification(or another readily accessible page on the Borrower’s website), notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such document and (y) upon written request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and each Lender shall be solely responsible for maintaining its copies of such documents.

6.2Certificates; Other Information. Furnish to the Administrative Agent (or, in the case of clause (d), to the relevant Lender):

(a)concurrently with the delivery of any financial statements pursuant to Section 6.1, a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, the Borrower during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrower with the provisions of Section 7.1 and Section 7.9 of this Agreement as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be;

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(b)if required to be filed by the Borrower with the SEC pursuant to SEC rules and regulations applicable to the Borrower: within 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, a narrative discussion and analysis of the consolidated financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the projections covering such periods and to the comparable periods of the previous year (it being understood that the delivery of the management’s discussion and analysis of the applicable Form 10-Q containing the financial statements delivered pursuant to Section 6.1 shall satisfy the requirement of this Section 6.2(b));

(c)within five days after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Borrower files with the SEC;

(d)promptly, such additional financial and other information regarding the business, operations and financial conditions of the Borrower or any of its Subsidiaries as any Lender may from time to time reasonably request; and

(e)promptly following receipt thereof, copies of any documents described in Sections 101(f), 101(k) or 101(l) of ERISA that any Borrower, Subsidiary or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; provided, that if any Borrower, Subsidiary or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, any Borrower, Subsidiary and/or any Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent (on behalf of each relevant Lender) promptly after receipt thereof.

6.3Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations (including taxes) of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or where the failure to pay, discharge or satisfy would not reasonably be expected to have a Material Adverse Effect.

6.4Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect the organizational existence of the Borrower, each Material Subsidiary and each Insurance Subsidiary and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including all required insurance licenses of each Material Subsidiary, except, in each case, as otherwise permitted by Section 7.3 and except, in the case of each of clauses (i) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5Maintenance of Property; Insurance (a) Keep all property useful and necessary in the business of the Borrower, each Material Subsidiary and each Insurance Subsidiary in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all the property of the Borrower, each Material Subsidiary

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and each Insurance Subsidiary in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business.

6.6Inspection of Property; Books and Records; Discussions. (a) Keep such books of records and account as are necessary to permit the Borrower and its Subsidiaries to prepare financial statements that are in conformity with GAAP and that are in compliance with all Requirements of Law relating to the maintenance of financial records (except, in the case of such Requirements of Law, to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect) and (b) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants; provided that the Borrower shall have an opportunity to participate in any discussions with any public accountants.

6.7Notices Promptly give notice to the Administrative Agent and each Lender of:

(a)the occurrence of any Default or Event of Default;

(b)any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)any other development or event that has had or could reasonably be expected to have a Material Adverse Effect;

(d)any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and

(e)[Reserved.]

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

6.8Environmental Laws. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, comply with all applicable Environmental Laws.

SECTION 7 NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect or any Term Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.1Financial Condition Covenants.

(a)Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Borrower to exceed 35%.

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(b)Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as at the last day of each fiscal quarter of the Borrower to be less than the sum of (i) $2,019,600,000, (ii) 25% of Consolidated Net Income during the period from January 1, 2021 to and including such last day of such fiscal quarter (if positive) and (iii) 25% of the aggregate Net Cash Proceeds of all issuances by the Borrower of shares of its Capital Stock during the period from January 1, 2021 to and including such last day of such fiscal quarter.

(c)Minimum Enhanced Capital Requirement. Permit the available statutory capital and surplus as calculated in accordance with the Group Rules, to fall below the Target Capital Level as at the last day of each fiscal quarter of the Borrower (the “Enhanced Capital Requirement Covenant”).

7.2Indebtedness. (a) With respect to the Borrower, create, incur, assume or permit to exist any Indebtedness, except for (i) the Obligations, (ii) until the date that is within five Business Days following the Funding Date, Indebtedness in connection with the 2023 Senior Notes, (iii) Indebtedness under any capital instrument entered into in connection with Funds at Lloyd’s, (iv) Indebtedness in connection with Revolving Credit Agreement in an aggregate amount not to exceed

$400,000,000 and (iv) other Indebtedness that is either pari passuin right of payment with, or subordinated in right of payment to, the Obligations; provided that, at the time of incurrence of such other Indebtedness, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

(b)With respect to any Subsidiary of the Borrower, create, incur, assume or permit to exist any Indebtedness, except for:

(i)Indebtedness of any Revolving Borrower pursuant to any Revolving Loan Document (as in effect on the date hereof);

(ii)Indebtedness of any Group Member to any other Group Member;

(iii)Guarantee Obligations by any Group Member of obligations of any other Group Member;

(iv)Indebtedness outstanding on the date hereof and listed on Schedule 7.2(b)(iv) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof, except by an amount equal to any existing commitments or increase options unutilized thereunder);

(v)Indebtedness (including Capital Lease Obligations) incurred in the ordinary course of business and secured by Liens permitted by Section 7.6(h) in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding;

(vi)obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view”;

(vii)Indebtedness for letters of credit which have been issued on behalf of any Insurance Subsidiary to or for the benefit of reinsurance cedents or insurance clients in the ordinary course of business;

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(viii)Indebtedness under any capital instrument entered into in connection with Funds at Lloyd’s;

(ix)Indebtedness of any Subsidiary incurred under securities lending arrangements entered into in the ordinary course of business;

(x)Indebtedness incurred in the ordinary course of business in connection with workers’ compensation claims, self-insurance obligations, unemployment insurance or other forms of governmental insurance or benefits pursuant to letters of credit or other security arrangements entered into in connection with such insurance or benefit;

(xi)Indebtedness incurred by an Insurance Subsidiary in the ordinary course of day- to-day insurance or reinsurance activities and which is substantially consistent with past practice for such Subsidiary prior to the Closing Date;

(xii)Indebtedness with respect to any Lien described in Section 7.6(p); provided that such Indebtedness existed at the time the relevant Investment was made and such Indebtedness was not incurred with, as a result of or in contemplation of such Investment;

(xiii)to the extent constituting Indebtedness, any Indebtedness pursuant to overdraft facilities in the ordinary course of business and consistent with past practice; and

(xiv)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, additional Indebtedness incurred in the ordinary course of business not otherwise permitted under this Section 7.2(b) in an aggregate principal amount (for all Subsidiaries) not to exceed 10% of Consolidated Tangible Net Worth at the time of creation, incurrence or assumption, as the case may be.

7.3Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any of such Subsidiary’s Capital Stock to any Person, except:

(a)transactions in the ordinary course of business involving current assets or other assets classified in the Borrower’s balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio and intra-Group Member capital contributions in the ordinary course of business;

(b)the Disposition of obsolete, worn out or surplus property in the ordinary course of business;

(c)the sale of inventory in the ordinary course of business;

(d)the transfer by any Subsidiary of the Borrower of its assets to any other Subsidiary of the Borrower;

(e)the license (as licensor) of intellectual property so long as such license does not materially interfere with the business of the Borrower or any of its Subsidiaries;

(f)the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation;

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(g)the granting or existence of Liens (and foreclosure thereon) not prohibited by this Agreement;

(h)the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of the Borrower or any of its Subsidiaries;

(i)dividends not prohibited by Section 7.4;

(j)any ceding of insurance or reinsurance in the ordinary course of business;

(k)Dispositions permitted by Section 7.10(d)(i);

(l)the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Revolving Borrower;

(m)Dispositions of the equity interests in a Subsidiary to a Wholly Owned Subsidiary of the Borrower;

(n)Any Disposition as to which the proceeds are applied to the Obligations of the Borrower under this Agreement; provided that (i) the Borrower or such Subsidiary receives consideration at the time of such Disposition at least equal to the fair market value (as determined at the time of contractually agreeing to such Disposition) of the assets sold or otherwise disposed of and (ii) such consideration is in the form of cash or Cash Equivalents; and

(o)Dispositions of other property during any fiscal year of the Borrower having an aggregate fair market value not to exceed 10% of the consolidated assets of the Borrower and its Subsidiaries as of the last day of the prior fiscal year of the Borrower;.

7.4Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member (excluding (i) the 5.625% Perpetual Non Cumulative Preference Shares issued by the Borrower on September 20, 2016, (ii) the 5.95% Perpetual Non-Cumulative Preference Shares issued by the Borrower on May 2, 2013, (iii) the depository shares of the Borrower issued on August 13, 2019, and (iv) any other Hybrid Capital), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that (a) any Subsidiary may make Restricted Payments to any Group Member and (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments.

7.5Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a)extensions of trade credit in the ordinary course of business;

(b)investments in Cash Equivalents;

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(c)investments in securities lending arrangements entered into in the ordinary course of business;

(d)Guarantee Obligations permitted by Section 7.2;

(e)loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $5,000,000 at any one time outstanding;

(f)intercompany Investments by any Group Member in any other Group Member, including, without limitation, intercompany loans issued by any Group Member to any other Group Member;

(g)acquisitions of all or substantially all of the Capital Stock or assets of another Person so long as at such time and immediately after giving effect thereto no Default or Event of Default exists or would result therefrom;

(h)(i) Investments by Insurance Subsidiaries in the ordinary course of business and

(ii) Investments by the Borrower and its Subsidiaries that are not Insurance Subsidiaries in Investments that, if made by an Insurance Subsidiary, would be permitted by clause (i) immediately preceding;

(i)Investments of any Person at the time such Person becomes a Subsidiary and any modification, replacement, renewal or extension thereof; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary;

(j)Investments listed on Schedule 7.5 hereto;

(k)Investments in any ILS Entity;

(l)Participation as a corporate member of Lloyd’s Syndicate 4711 and Carbon Syndicate 4747; and

(m)in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount during the term of this Agreement (valued at cost, but giving effect to any distributions or returns therefrom) not to exceed 20 % of Consolidated Tangible Net Worth at the time any such Investment is made.

7.6Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a)Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c)pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

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(d)deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)Liens on assets of any Subsidiary pledged as collateral for Indebtedness of such Insurance Subsidiary incurred under Section 7.2(b)(vii);

(f)Liens on assets of any Subsidiary created to secure obligations of such Insurance Subsidiary in connection with insurance and reinsurance arrangements;

(g)easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

(h)Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 7.2(a) or Section 7.2(b)(v) to finance the acquisition, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition, construction or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the aggregate amount of all such Indebtedness of all Subsidiaries does not exceed the limit set forth in Section 7.2(b)(v);

(i)Liens created pursuant to the Security Documents (as such term is defined in the Revolving Credit Agreement (as in effect on the date hereof));

(j)any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

(k)Liens (including Liens in favor of the Custodian (as such term is defined in the Revolving Credit Agreement (as in effect on the date hereof)) with respect to the Accounts (as such term is defined in the Revolving Credit Agreement (as in effect on the date hereof)) on cash and securities of any Group Member incurred as part of the management of its investment portfolio in accordance with customary portfolio management practice and not in violation of its investment policy as in effect on the date of this Agreement provided, however, that, with respect to the Accounts, such Liens shall be permitted only to the extent that the Custodian has agreed to subordinate such Liens as provided in the applicable Collateral Account Control Agreement (as such term is defined in the Revolving Credit Agreement (as in effect on the date hereof));

(l)Liens existing on the date hereof and listed on Schedule 7.6;

(m)Liens arising in the ordinary course of business on operating accounts maintained by any Group Member in the ordinary course of business securing obligations (other than Indebtedness) arising in the ordinary course of business in favor of the banks in which such operating accounts are maintained;

(n)attachments, judgments and similar Liens for sums not exceeding $50,000,000 in the aggregate (excluding any portion thereof covered by insurance as to which the relevant insurance company has acknowledged coverage);

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(o)attachments, judgments and similar Liens for sums of $50,000,000 or more (excluding any portion thereof which is covered by insurance as to which the relevant insurance company has acknowledged coverage), provided that the execution or other enforcement of such Liens is stayed and fully bonded pending appeal;

(p)any Lien existing on property acquired in connection with an Investment made in connection with Section 7.5, provided that such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property;

(q)restrictions and similar encumbrances created pursuant to Requirements of Law upon the sale or transferability of the Capital Stock of any Insurance Subsidiary and the exercise of any right to control any such Insurance Subsidiary

(r)Liens securing Swap Contracts of any Subsidiary of the Borrower;

(s)Liens securing obligations of the Borrower under any letter of credit facility entered into in the ordinary course of business;

(t)Liens securing obligations of the Borrower under any capital instrument entered into in connection with Funds at Lloyd’s;

(u)any extension, renewal or replacement of any Lien permitted by the preceding subparagraphs of this Section 7.6, provided that no additional property (other than a substitution of like property) shall be encumbered thereby and no additional Indebtedness shall be secured thereby unless such additional Indebtedness on such property would have been permitted in connection with the original creation, incurrence or assumption of such Lien; and

(v)other Liens securing obligations not at any time exceeding 10% of Consolidated Tangible Net Worth in the aggregate for the Borrower and all Subsidiaries.

For the avoidance of doubt, Liens made pursuant to Section 430(k) of the Code or Section 303(k) of ERISA shall not be permitted Liens.

7.7Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Revolving Loan Documents (as in effect on the date hereof) and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

7.8Business. Enter into any business, either directly or through any Subsidiary, except for insurance, reinsurance or insurance-related businesses.

7.9Rating. Permit at any time the rating of any Relevant Subsidiary that is rated by AM Best to have a rating below AM Best financial strength rating B++. For purposes herein, a “Relevant

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Subsidiary” is any Insurance Subsidiary the total consolidated assets or total consolidated revenues of which exceed 10% of the total consolidated assets or total consolidated revenues, respectively, of the Borrower and its Subsidiaries at the end of or for, respectively, the then most recently completed fiscal quarter of the Borrower for which financial statements shall have been made available to the Lenders as required herein.

7.10Consolidations, Amalgamations, Mergers and Liquidations. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except for (a) the merger or consolidation of any Subsidiary of the Borrower with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation); (b) the merger or consolidation of any Subsidiary of the Borrower with or into any other Subsidiary of the Borrower or into the Borrower (provided that the Borrower is the surviving corporation); (d) the Disposition by any Subsidiary of the Borrower of any or all of its assets (i) to the Borrower (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.3; and (e) the merger or consolidation by any Person (other than as set forth above) with or into the Borrower (provided that the Borrower is the continuing or surviving corporation) so long as at the time of such merger or consolidation and immediately after giving effect thereto no Default or Event of Default exists or would result therefrom.

7.11Transactions with Affiliates. Sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any other Borrower not involving any other Affiliate, (c) transactions with any ILS Entity, (d) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business and (e) payment of customary fees and reasonable out-of-pocket expenses to, and indemnities for the benefit of, directors, officers and employees of any Group Member, in all cases, arising in the ordinary course of business.

SECTION 8 EVENTS OF DEFAULT

8.1Events of DefaultIf any of the following events shall occur and be continuing:

(a)subject to Section 2.7, the Borrower shall fail to pay any principal of any Term Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Term Loan or any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c)the Borrower shall default in the observance or performance of any agreement contained in Section 5.2(h), 6.4(a)(with respect to the Borrower only), Section 6.7(a) or Section 7 of this Agreement; or

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(d)the Borrower shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent or the Required Lenders; or

(e)any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligations, but excluding the Term Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; provided, that a default, event or condition described in clause (i),

(ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or

(f)(i) the Borrower or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)one or more judgments or decrees shall be entered against any Group Member, and either (x) shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof or (y) enforcement proceedings are commenced by any creditor upon such judgment or decree, involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has not denied coverage) of $50,000,000 or more; or

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(h)any Loan Document shall cease, for any reason, to be in full force and effect or the Borrower shall so assert; or

(i)a Change of Control shall occur; or

(j)(i) any Single Employer Plan shall fail to meet the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA), whether or not waived, or any Lien in favor of the PBGC or a Single Employer Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (ii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, (iii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA (other than a standard termination within the meaning of Section 4041(b) of ERISA), (iv) there shall be a determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (v) any Group Member or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan or a determination that any such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), (vi) a Foreign Plan Event shall occur or (vii) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vii) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect;

then, and in any such event but only if the conditions set out in Section 8.2 are satisfied, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

8.2Winding-Up/BMA Repayment Requirements. Notwithstanding any other provision of this Agreement, the consequences set out in Section 8.1 above shall only occur, and the Administrative Agent may only take any action under Section 8.1 above, on or at any time after:

(a)a Winding-Up; or

(b)the occurrence of an Event of Default which is continuing in circumstances where the BMA Repayment Requirements are satisfied;

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provided that, it is understood that this Section 8.2 shall cease to apply if the Term Loans no longer constitute Tier 2 or Tier 3 Ancillary Capital.

SECTION 9 THE AGENTS

9.1Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents, as applicable, and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, as applicable, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

9.2Delegation of Duties. The Administrative Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent the action or omission was performed with gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction) or

(ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

9.4Reliance. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully

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protected in acting, or in refraining from acting under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

(b)    [Reserved.]

9.5Non-Reliance on Agents and Other Lenders. (a) Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of the Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any affiliate of the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

(b) Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

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9.6Indemnification. (a) The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Term Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with such Term Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may at any time (whether before or after the payment of the Term Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Term Loans and all other amounts payable hereunder.

(b)    [Reserved.]

9.7Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though such Agent were not an Agent. With respect to its Term Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.8Successor Administrative Agent.

(a)The Administrative Agent may resign as Administrative Agent upon notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders under this Agreement appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(b)[Reserved.]

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(c)[Reserved.]

(d)[Reserved.]

9.9Other Agents. The Syndication Agent and the Structuring Agent shall not have any duties or responsibilities hereunder in such capacity.

9.10Erroneous Payments.

(a)Each Lender (and each Participant of any of the foregoing, by its acceptance of a Participation) hereby acknowledges and agrees that if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds (or any portion thereof) received by such Lender (any of the foregoing, a “Payment Recipient”) from the Administrative Agent (or any of its Affiliates) were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) and demands the return of such Payment, such Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made. A notice of the Administrative Agent to any Payment Recipient under this Section shall be conclusive, absent manifest error.

(b)Without limitation of clause (a) above, each Payment Recipient further acknowledges and agrees that if such Payment Recipient receives a Payment from the Administrative Agent (or any of its Affiliates) (x) that is in an amount, or on a date different from the amount and/or date specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or

(z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, it understands and agrees at the time of receipt of such Payment that an error has been made (and that it is deemed to have knowledge of such error) with respect to such Payment. Each Payment Recipient agrees that, in each such case, it shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made.

(c)Any Payment required to be returned by a Payment Recipient under this Section shall be made in same day funds in the currency so received, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. Each Payment Recipient hereby agrees that it shall not assert and, to the fullest extent permitted by applicable law, hereby waives, any right to retain such Payment, and any claim, counterclaim, defense or right of set-off or recoupment or similar right to any demand by the Administrative Agent for the return of any Payment received, including without limitation any defense based on “discharge for value” or any similar doctrine.

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.10(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.10(a) or on whether or not an Erroneous Payment has been made.

(d)Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan

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Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(e)The Borrower hereby agree that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower except, in each case, to the extent such erroneous Payment is, and with respect to the amount of such erroneous Payment that is, comprised of funds of the Borrower.

9.11Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person becomes a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA, or otherwise) of one or more Benefit Plans in connection with the Term Loans or the Commitments;

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Commitments and this Agreement;

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Term Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Term Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and

(D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Commitments and this Agreement; or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person becomes a Lender party hereto, and (y) covenants, from the date such Person becomes a Lender party hereto to the date such Person ceases being a Lender party hereto,

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for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c)The Administrative Agent, and each Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Term Loans, the Commitments, this Agreement and any other Loan Document (ii) may recognize a gain if it extended the Term Loans or the Commitments for an amount less than the amount being paid for an interest in the Term Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent, utilization fees, minimum usage fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

9.12Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(b)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 11.5) allowed in such judicial proceeding; and

(c)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 11.5.

SECTION 10 [Reserved.]

SECTION 11 MISCELLANEOUS

11.1Amendments and Waivers. None of this Agreement, any other Loan Document, or any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 11.1. The Required Lenders and the Borrower which is a party to the relevant

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Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and the Borrower which is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or the Agents or of the Borrower hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 11.7 without the written consent of all Lenders; (v) amend, modify or waive any provision of Section 2.13(a) or (b) without the written consent of all Lenders; (vi) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (vii) [reserved]; (viii) amend, modify or waive any provision of Section 2.19, without the consent of each of the Administrative Agent; or (ix) [reserved]. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent and all future holders of the Term Loans. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

11.2Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower, the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Borrower:    Aspen Insurance Holdings Limited 141 Front Street

Hamilton HM 19 Bermuda

Attention: Mark Pickering Telecopy: 441.297.9235

Telephone: 441.295.8201

Administrative Agent:    Citibank, N.A.

One Penns Way, Ops II, Floor 2, New Castle, Delaware 19720, Attention: Agency Operations

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Email: agencyabtfsupport@citi.comFacsimile No. 646-274-5080

Telephone No. 302-894-6010

provided that any notice, request or demand to or upon the Borrower, the Administrative Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

11.3No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Term Loans hereunder.

11.5Payment of Expenses and Taxes; Indemnification; Limitation of Liability.

(a)Payment of Expenses and Taxes: The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Syndication Agent for all its reasonable and documented or invoiced

out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees and disbursements of a single counsel to the Administrative Agent and the Syndication Agent, a Bermudian local counsel and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and any additional counsel in the case of a conflict) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent and the Syndication Agent shall deem appropriate, (ii) to pay or reimburse each Lender, the Administrative Agent and the Syndication Agent for all its reasonable and documented or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of a single counsel to the Administrative Agent and the Lenders, a Bermuda local counsel and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and any additional counsel in the case of a conflict), (iii) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation

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or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents,

(b)Indemnity: The Borrower agrees to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, advisors, affiliates and agents (each, an “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Limitation of Liability: The Borrower agrees, to the extent permitted by applicable law, that they shall not assert, and hereby waive, any claim against any Lender and the Administrative Agent and their respective officers, directors, employees, advisors, affiliates and agents (each, a “Lender-Related Person”) for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet). The Borrower agrees they shall not assert, and each such party hereby waives, any losses, claims (including intraparty claims), demands, damages or liabilities of any kind against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that, nothing in this Section11.5(c) shall relieve the Borrower of any obligation it may have to indemnify an

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Indemnitee, as provided in Section11.5(b), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

11.6Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A)the Borrower, provided that no consent of the Borrower shall be required for an assignment (1) to a Lender, an Affiliate of a Lender or an Approved Fund (as defined below) or (2) if an Event of Default has occurred and is continuing; provided further that the Borrower shall be deemed to have consented to any assignment of Term Loans or Term Commitments unless it has objected thereto by written notice to the Administrative Agent within 10 Business Days after receipt of written notice thereof by the Borrower; and

(B)the Administrative Agent.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Term Loans, the amount of the Commitments or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and

(D)no such assignment shall be made to (I) the Borrower or an Affiliate or Subsidiary of the Borrower, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person, (IV) [reserved] or (V) any business that competes directly with the Borrower in providing insurance or reinsurance products and is identified in writing by the Borrower to the Administrative Agent from

68

time to time or any of such direct competitor’s Affiliates that are clearly identifiable on the basis of such Affiliate’s name.

For the purposes of this Section 11.6, the term “Approved Fund” has the following

meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and each written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent and the Lenders shall

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continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) no such participation shall be made to (I) the Borrower or an Affiliate or Subsidiary of the Borrower, (II) a natural person or (III) any business that competes directly with the Borrower in providing insurance or reinsurance products and is identified in writing by the Borrower to the Administrative Agent from time to time or any of such direct competitor’s Affiliates that are clearly identifiable on the basis of such Affiliate’s name. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.14, 2.15, 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph

(b) of this Section (it being understood that the documentation required under Section 2.15 shall be delivered to the participating Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.8 as though it were a Lender, provided such Participant shall be subject to Section 11.7 as though it were a Lender.

(ii)A Participant shall not be entitled to receive any greater payment under Section

2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.15 unless such Participant complies with Section 2.15(e).

(iii)Each Lender that sells a participation, acting solely for this purpose as a non- fiduciary agent (solely for tax purposes) of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loans and other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, and such Lender, the Borrower and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

Notwithstanding anything else provided herein or otherwise, no Lender shall have any obligation to disclose all or any portion of the Participant Register to the Borrower or any other Person (including the identity of any Participant or any information relating to a Participant's interest in the Term Loans or other obligations under this Agreement or any other Loan Document) except to the extent such disclosure is necessary to establish that the Term Loans or such other obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, provided that any Participant shall only be entitled to the benefits of this Section 11.6(c) if the identity of such Participant has been disclosed to the Borrower.

(d)Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto and, provided, further, that nothing in this paragraph (d) shall be deemed to limit

70

in any way the application of Section 11.6(b) to any assignment of the rights or obligations of such Lender under this Agreement resulting from a foreclosure of any such pledge or security interest.

(e)The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

11.7Adjustments. Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

11.8Set-off.

(a)In accordance with the Group Supervision Rules and subject to Section 11.8(b), the Term Loans will be unencumbered and do not give rise to a right of set-off against the claims and obligations of the Borrower or any Insurance Subsidiary to any Lender or the Administrative Agent. Each Lender and the Administrative Agent hereby agrees and acknowledges that (i) no security or encumbrance of any kind is, or will at any time be, provided by the Borrower or any of its affiliates to secure its obligations under any Term Loan and (ii) no Lender may, and the Administrative Agent may not, exercise, claim or plead any right of set-off in respect of any matured obligation owed to it by the Borrower arising under this Agreement or the other Loan Documents against any matured obligation owed by that Lender or the Administrative Agent to the Borrower, and each Lender and the Administrative Agent shall, by virtue of being a party to this Agreement, be deemed to have waived such right of set-off.

(b)If (for whatever reason) the Term Loans cease to qualify as Tier 2 or Tier 3 Ancillary Capital, then Section 11.8(a) above shall no longer apply and, upon the occurrence and continuation of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be, or of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.9Counterparts; Electronic Execution.

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(a)This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

(b)Delivery of an executed counterpart of a signature page of (x) this Agreement,

(y) any other Loan Document and/or (z) any other document related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such other related document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any other related document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

11.10Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.11Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

11.12GOVERNING LAW. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES OR CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IN LAW OR EQUITY) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE CHOICE OF GOVERNING LAW HAS BEEN MADE PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

11.13Submission To Jurisdiction; Waivers. The Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and any claims, controversies, disputes or causes of actions (whether in contract, tort or otherwise and in law or equity) based upon, arising out of or relating to this Agreement or any other Loan Document to which it is a party and the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in New York County, the courts of the

72

United States for the Southern District of New York, and appellate courts from any thereof; provided that nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower, as the case may be at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages; provided, however, that nothing contained in this Section 11.13(e) shall limit the Borrower’s, or the Lenders’ indemnity and reimbursement obligations to the extent set forth in any Loan Document in respect of any third-party claims alleging such special, exemplary, punitive or consequential damages.

11.14Process Agent. The Borrower hereby irrevocably designates, appoints, authorizes and empowers Aspen Insurance U.S. Services Inc. with offices currently located at 400 Capital Boulevard, Suite 200, Rocky Hill, Connecticut, 06067, USA (the “Process Agent”), as its agent to receive on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any suit, action or proceeding brought in the United States District Court for the Southern District of New York or the New York Supreme Court, New York County, and any appellate court thereof. Such service may be made by delivering a copy of such process to the Borrower in care of the Process Agent at its address specified above, with a copy delivered to the Borrower in accordance with Section 11.2, and the Borrower hereby authorizes and directs the Process Agent to accept such service on its behalf. The appointment of the Process Agent shall be irrevocable until the appointment of a successor Process Agent. The Borrower further agrees to promptly appoint a successor Process Agent in New York City (which shall accept such appointment in form and substance satisfactory to the Administrative Agent) prior to the termination for any reason of the appointment of the initial Process Agent.

11.15Currency of Payment. Each payment owing by the Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be

73

discharged only to the extent that, on the Business Day following receipt by such Lender of any sum adjudged to be so due in such other currency, such Lender may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. The parties hereto agree that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, the Borrower, as applicable, shall immediately pay the shortfall (in the Currency of Payment) to such Lender and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender, such Lender shall promptly pay the excess over to the Borrower, as applicable, in the currency and to the extent actually received.

11.16[Reserved.]

11.17Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Group Member, the Administrative Agent or any Lender pursuant to or in connection with this Agreement (the “Information”); provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information (a) to the Administrative Agent or any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any actual or prospective counterparty (or its related parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (c) to its employees, directors, agents, attorneys, accountants, auditors and other professional advisors or those of any of its affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (d) upon the request or demand of any Governmental Authority (including any stock exchange or other similar organization or self-regulatory body), provided that the Administrative Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent practicable and permitted by law, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, provided that the Administrative Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by law, (f) if requested or required to do so in connection with any litigation or similar proceeding, provided that (1) the Administrative Agent or any Lender, as the case may be, provides the Borrower with notice of such event promptly upon obtaining knowledge thereof (provided that the Administrative Agent or any Lender, as the case may be, is not legally prohibited by law from giving such notice) so that the Borrower may seek a protective order or other appropriate remedy and (2) in the event that such protective order or other remedy is not obtained, the Administrative Agent or any Lender, as the case may be, shall furnish only that portion of the Information that is legally required and shall disclose the Information in a manner reasonably designed to preserve its confidential nature, (g) that has been publicly disclosed other than as a result of (1) disclosure by the Administrative Agent or any Lender in violation of this Agreement or (2) becoming available from a third party which to the knowledge of the Administrative Agent or any Lender, as the case may be, is prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation to the Borrower or a third party, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

11.18[Reserved] .

11.19[Reserved].

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11.20WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES OR CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IN LAW OR EQUITY) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND FOR ANY COUNTERCLAIM THEREIN.

11.21No Advisory or Fiduciary Duty. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its respective Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents and the Lenders, on the other hand, (iii) the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent that they have deemed appropriate and (iv) the Borrower is capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Agents and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agents and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.22USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

11.23[Reserved].

11.24Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a)the application of any Write-Down and Conversion Powers by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action or any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of applicable Resolution Authority.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ASPEN INSURANCE HOLDINGS LIMITED,

as the Borrower

By:_ _,_µ,L='-.,.;L-,f'.L.-'--"-"    

Name: Dav· 'Amaro

Title: Group General Counsel & Company Secretary

[Signature Page to Term Loan Credit Agreement]

CITIBANK, N.A,

as Administrative Agent and a Lender

Classification: Confidential

LLOYDS BANK PLC,

as a Lender

By: Name: Lee Chester

Title: Associate Director

[Signature Page to Term Loan Credit Agreement]

HSBC BANK BERMUDA LIMITED,

as a Lender

/(),,,,,-;

By    

Name: Max Fiedler

Title: Head of FIG

I'

By: _    i '

Name: Louise Twiss West

Title: Head of Wholesale Banking

[Signature Page to Term Loan Credit Agreement]

RESTRICTED

BARCLAYS BANK PLC,

as a Lender

By: Name: Edward Pan

Title:    Vice President

[Signature Page to Term Loan Credit Agreement]

BANK OF MONTREAL,

as a Lender

By: Name: Brij Grewal

Title: Managing Director, Head

[Signature Page to Term Loan Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,

::Len    b-=------

Na 7hu Title: Director

By: •    J2--.

Name: Marko Lukin Title: Vice President

[Signature Page to Term Loan Credit Agreement]

WELLS FARGO BANK, N.A.,

as a Lender

By: Name: Michelle Huynh

Title: Director

BANK OF AMERICA, N.A.,

as a Lender

\)).

By:._

Name: Sidhima Daruka

Title: Director

[Signature Page to Term Loan Credit Agreement]

GOLDMAN SACHS BANK USA,

as a Lender

By: Name: Ananda DeRoche

Title: Authorized Signatory

[Signature Page to Term Loan Credit Agreement]

Schedule 1.1 COMMITMENTS

Lender	Commitment
Citibank, N.A.	$60,000,000
Lloyds Bank plc	$60,000,000
HSBC Bank Bermuda Limited	$60,000,000
Barclays Bank PLC	$40,000,000
Bank of Montreal	$20,000,000
Deutsche Bank AG New York Branch	$20,000,000
Wells Fargo Bank, N.A.	$20,000,000
Bank of America, N.A.	$10,000,000
Goldman Sachs Bank USA	$10,000,000
Total	$300,000,000

Schedule 4.13 SUBSIDIARIES

Name	Jurisdiction of Incorporation	Ownership
Acorn Limited	Bermuda	100% owned by Aspen Insurance Holdings Limited
Blue Waters Insurers, Corp.	Puerto Rico	100% owned by Acorn Limited
Aspen Bermuda Limited	Bermuda	100% owned by Aspen Insurance Holdings Limited
Aspen Capital Management Ltd	Bermuda	100% owned by Aspen Insurance Holdings Limited
Peregrine Reinsurance Ltd	Bermuda	100% owned by Aspen Capital Management, Ltd
Aspen Cat Fund Limited	Bermuda	100% owned by Aspen Capital Management, Ltd
Aspen (UK) Holdings Limited	England and Wales	100% owned by Aspen Insurance Holdings Limited
Aspen (US) Holdings Limited	England and Wales	100% owned by Aspen Insurance Holdings Limited
Aspen Managing Agency Limited	England and Wales	100% owned by Aspen Insurance Holdings Limited
Aspen Singapore Pte. Ltd.	Singapore	100% owned by Aspen Managing Agency Limited
Aspen Underwriting Limited	England and Wales	100% owned by Aspen Insurance Holdings Limited
Aspen European Holdings Limited	England and Wales	100% owned by Aspen Insurance Holdings Limited
Aspen Insurance UK Limited	England and Wales	100% owned by Aspen European Holdings Limited
Silverton Re Ltd	Bermuda	100% owned by Aspen Insurance Holdings Limited
Aspen Insurance UK Services Limited	England and Wales	100% owned by Aspen (UK) Holdings Limited
Aspen UK Syndicate Services Limited	England and Wales	100% owned by 100% owned by Aspen (UK) Holdings Limited
APJ Asset Protection Jersey Limited	Jersey	100% owned by Aspen (UK) Holdings Limited
Aspen Risk Management Limited	England and Wales	100% owned by Aspen (UK) Holdings Limited

- 2 -

Aspen Australia Service Company Pty Limited	Australia	100% owned by Aspen (UK) Holdings Limited
Aspen U.S. Holdings, Inc.	U.S. – Delaware	100% owned by Aspen (UK) Holdings Limited
Aspen Insurance U.S. Services Inc.	U.S. – Delaware	100% owned by Aspen U.S. Holdings, Inc.

- 3 -

Aspen Specialty Insurance Company	U.S. – North Dakota	100% owned by Aspen American Insurance Company
Aspen Re America, Inc.	U.S. – Delaware	100% owned by Aspen U.S. Holdings, Inc.
Aspen Specialty Insurance Solutions, LLC	U.S. - California	100% owned by Aspen U.S. Holdings, Inc.
Aspen Specialty Insurance Management, Inc.	U.S. - Massachusetts	100% owned by Aspen U.S. Holdings, Inc.
Aspen American Insurance Company	U.S. – Texas	100% owned by Aspen U.S. Holdings, Inc.

- 4 -

Schedule 7.2(b)(iv) EXISTING INDEBTEDNESS

None.

- 5 -

Schedule 7.5 INVESTMENTS

None.

- 6 -

Schedule 7.6 EXISTING LIENS

None.

- 7 -

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 6.2(a) of the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or modified from time to time), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Several Lenders party thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, Citibank, N.A., as Administrative Agent, and the other financial institutions party thereto (the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned hereby certifies to the Administrative Agent and the Lenders as follows:

1.I am the duly elected, qualified and acting [insert title of Responsible Officer signing the certificate] of the Borrower.

2.I have reviewed and am familiar with the contents of this Certificate.

3.I have reviewed the terms of the Credit Agreement and the Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements).

4.Attached hereto as Attachment 2 are the computations showing compliance with the covenants set forth in Section 7.1 and 7.9 of the Credit Agreement.

5.To the best of my knowledge, during the accounting period covered by the Financial Statements attached hereto, the Borrower has observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it [, except as set forth below].

6.I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default [, except as set forth below].

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date set forth below:

By:     Name:

Title: Company: Date:

Attachment 1 to Exhibit A

[Attach Financial Statements]

Attachment 2 to Exhibit A

Aspen Insurance Holdings Limited Financial Covenant Calculations1

The information set forth herein is as of , 20and pertains to the period from , 20to , 20.

I. Consolidated Leverage Ratio (Section 7.1(a))

A. Consolidated Total Debt
(a)	Aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP2	$
B. Consolidated Tangible Net Worth:
(a)	Consolidated stockholders’ equity (including Hybrid Capital) of the Borrower and its Subsidiaries determined on a consolidated basis as of such date in accordance with GAAP	$
(b)	Consolidated intangible assets of the Borrower and its Subsidiaries, determined on a consolidated basis as of such date in accordance with GAAP	$
(c)	Consolidated Tangible Net Worth: B(a) – B(b)	$
Consolidated Leverage Ratio (clause A(a) divided by the sum of (clauseA(a) and clause B(c))		%
Consolidated Leverage Ratio less than or equal to 35%		[Yes][No]

1 In the event of a conflict between the provisions of this Attachment 2 and the Credit Agreement, the provisions of the Credit Agreement shall control.

2 Excludes: (i) the then aggregate undrawn face amount of all then outstanding letters of credit issued on behalf of, or for the account or benefit of, the Borrower and/or any of its Subsidiaries, (but the aggregate amount of drawings under such letters of credit that have not then been reimbursed shall not be so excluded), and (ii) the principal amount of any capital instrument entered into in connection with Funds at Lloyd’s. For the avoidance of doubt, Consolidated Total Debt shall not include Hybrid Capital

II. Consolidated Tangible Net Worth (Section 7.1(b))

A. Consolidated Tangible Net Worth
(a)	See Section I(B)(c) above	$
B. Minimum Consolidated Tangible Net Worth Base Value		$2,019,600,000
C. Additional Amounts
(a)	25% of Consolidated Net Income during the period from January 1, 2021 to and including such last day of such fiscal quarter (if positive)	$
(b)	25% of the aggregate Net Cash Proceeds of all issuances by the Borrower of shares of its Capital Stock during the period from January 1, 2021 to and including such last day of such fiscal quarter	$
Consolidated Tangible Net Worth Test: Is clause A(a) greater than thesum of (clauses B + C(a) + C(b))?		[Yes][No]

III. Minimum Enhanced Capital Requirement (Section 7.1(c))

A. Target Capital Level
(a)	Available statutory capital and surplus calculated in accordance with the Group Rules, expressed as a percentage of the Enhanced Capital Requirement	%
	Minimum Enhanced Capital Requirement Test: Is clause A(a)equal to or greater than 120%?	[Yes][No]

IV. Rating (Section 7.9)

Rating of any Relevant Subsidiary3 may not fall below A.M. Best financial strength rating B++.

Subsidiary Borrowers (rated)	A.M. Best
[Aspen Bermuda Limited	[]
Aspen Insurance UK Limited	[]
Aspen American Insurance Company	[]
Aspen Specialty Insurance Company]4	[]

3 For purposes herein, a “Relevant Subsidiary” is any Insurance Subsidiary the total consolidated assets or total consolidated revenues of which exceed 10% of the total consolidated assets or total consolidated revenues, respectively, of the Borrower and its Subsidiaries at the end of or for, respectively, the then most recently completed fiscal quarter of the Borrower for which financial statements shall have been made available to the Lenders as required under the Credit Agreement.

4 To be updated as necessary.

EXHIBIT B-1

FORM OF FUNDING CERTIFICATE OF THE BORROWER

This Closing Certificate is delivered pursuant to Section 5.2(e) of the Term Loan Credit Agreement, dated as of July 26, 2023 (the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent, various other agents and various lenders. Unless otherwise defined herein, terms defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.

The undersigned [insert title]1 of the Borrower hereby certifies to the Administrative Agent and the Lenders as follows:

1.The representations and warranties of the Borrower set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Borrower pursuant to any of the Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date hereof.

2.No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the Loans or other extensions of credit to be made on the date hereof and the use of proceeds thereof.

3.The conditions precedent set forth in Sections 5.2(a) and 5.2(g) of the Credit Agreement were satisfied as of the Funding Date.

4.There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Borrower as of the date hereof, nor has any other event occurred adversely affecting or threatening the continued existence of the Borrower.

5.Attached hereto as Annex 1 is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Borrower on , 2023 authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the transactions contemplated thereby; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein.

6.Attached hereto as Annex 2 is a true, correct and complete copy of the Certificate of Incorporation and Memorandum of Association of the Borrower as in effect on the date hereof.

7.Attached hereto as Annex 3 is a true and complete copy of the Bye-Laws of the Borrower as in effect on the date hereof.

8.The persons whose names, titles and signatures appear on the Incumbency Schedule attached hereto as Annex 4 are authorized representatives of the Borrower, holding the positions indicated next to their respective names, and the signatures appearing opposite their respective names are the true

1 To be signed by a Responsible Officer.

and genuine signatures of such persons, and each such person is duly authorized to execute and deliver on behalf of the Borrower each Loan Document to which the Borrower is a party and any certificate or other document to be delivered by the Borrower pursuant thereto.

9.Attached hereto as Annex 5 is a true and complete copy of the Tax Assurance Certificate of the Borrower as in effect on the date hereof.

10.Attached hereto as Annex 6 is a true and complete copy of the BMA Foreign Exchange Consent of the Borrower as in effect on the date hereof.

[Signature follows]

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above.

By: Name:

Title:

ANNEX 1

Resolutions

ANNEX 2

[Certificate of Incorporation and Memorandum of Association]

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ANNEX 3

Bye-Laws

ANNEX 4

Incumbency Schedule

Name    Office    Signature

ANNEX 5

[Tax Assurance Certificate]

ANNEX 6

[BMA Foreign Exchange Consent] [Signature follows]

EXHIBIT B-2

[RESERVED]

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EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:

1.The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor's rights and obligations under the Credit Agreement.

2.The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Credit Agreement, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3.The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in

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accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including its obligation pursuant to Section 2.15(e) of the Credit Agreement.

4.The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

5.Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued prior to the Effective Date and to the Assignee for amounts which accrue subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.]

6.From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

7.This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

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Schedule 1 to Assignment and Assumption

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Commitment Amount Assigned:    $

Loans Assigned: $

[Name of Assignee]    [Name of Assignor]

By:     By: Title:            Title:

Accepted:    Consented To:*

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CITIBANK, N.A., as

Administrative Agent

ASPEN HOLDINGS INSURANCE LIMITED

By:     By: Title:            Title:

CITIBANK, N.A. as

Administrative Agent

By: Title:

*    Please refer to Section 11.6(b) of the Credit Agreement to determine if Borrower’s and/or Administrative Agent’s consent is required.

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EXHIBIT E-1

FORM OF EXEMPTION CERTIFICATE (NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS)

(For Non-U.S. Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.15(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

1.The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate.

2.The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further represents and warrants that:

(a)the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b)the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3.The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code;

4.The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code; and

5.The income from the Loans held by the Non-U.S. Lender is not effectively connected with the conduct of a trade or business within the United States.

The Non-U.S. Lender has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the Non-U.S. Lender agrees that (1) if the information provided on this certificate changes, the Non-U.S. Lender shall promptly so inform the Borrower and the Administrative Agent and (2) the Non-U.S. Lender shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the Non-U.S. Lender, or in either of the two calendar years preceding such payments.

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IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set

forth below.

[NAME OF NON-U.S. LENDER]

By: Name:

Title:

Date:

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EXHIBIT E-2

FORM OF EXEMPTION CERTIFICATE (NON-U.S. PARTICIPANTS THAT ARE NOT PARTNERSHIPS)

(For Non-U.S. Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(the “Non-U.S. Participant”) is providing this certificate pursuant to Section 2.15(e) of the Credit Agreement. The Non-U.S. Participant hereby represents and warrants that:

1.The Non-U.S. Participant is the sole record and beneficial owner of the participation in respect of which it is providing this certificate.

2.The Non-U.S. Participant is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Participant further represents and warrants that:

(a)the Non-U.S. Participant is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b)the Non-U.S. Participant has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3.The Non-U.S. Participant is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code;

4.The Non-U.S. Participant is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code; and

5.The income from the participation held by the Non-U.S. Participant is not effectively connected with the conduct of a trade or business within the United States.

The Non-U.S. Participant has furnished its participating Lender and the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W- 8BEN-E, as applicable. By executing this certificate, the Non-U.S. Participant agrees that (1) if the information provided on this certificate changes, the Non-U.S. Participant shall promptly so inform such Lender and the Administrative Agent and (2) the Non-U.S. Participant shall have at all times furnished such Lender and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the Non-U.S. Participant, or in either of the two calendar years preceding such payments.

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IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth

below.

[NAME OF NON-U.S. PARTICIPANT]

By: Name:

Title:

Date:

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EXHIBIT E-3

FORM OF EXEMPTION CERTIFICATE (NON-U.S. PARTICIPANTS THAT ARE PARTNERSHIPS)

(For Non-U.S. Participants That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(the “Non-U.S. Participant”) is providing this certificate pursuant to Section 2.15(e) of the Credit Agreement. The Non-U.S. Participant hereby represents and warrants that:

1.The Non-U.S. Participant is the sole record owner of the participation in respect of which it is providing this certificate and its partners/members are the sole beneficial owners of such participation.

2.Neither the Non-U.S. Participant nor any of its partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Participant further represents and warrants that:

(a)neither the Non-U.S. Participant nor its partners/members is subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b)neither the Non-U.S. Participant nor its partners/members has been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3.Neither the Non-U.S. Participant nor any of its partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code;

4.Neither the Non-U.S. Participant nor any of its partners/members is a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code; and

5.The income from the participation held by the Non-U.S. Participant is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Participant or its partners/members.

The Non-U.S. Participant has furnished its participating Lender and the Administrative Agent with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the Non-U.S. Participant agrees that (1) if the information provided on this certificate changes, the Non-U.S. Participant shall promptly so inform such Lender and the Administrative Agent and (2) the Non-U.S. Participant shall have at all times furnished such Lender

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and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the Non-U.S. Participant, or in either of the two calendar years preceding such payments.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set

forth below.

[NAME OF NON-U.S. PARTICIPANT]

By: Name:

Title:

Date:

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EXHIBIT E-4

FORM OF EXEMPTION CERTIFICATE (NON-U.S. LENDERS THAT ARE PARTNERSHIPS)

(For Non-U.S. Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.15(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

1.The Non-U.S. Lender is the sole record owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate and its partners/members are the sole beneficial owners of such Loans or the obligations evidenced by Note(s).

2.Neither the Non-U.S. Lender nor any of its partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further represents and warrants that:

(a)neither the Non-U.S. Lender nor its partners/members is subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b)neither the Non-U.S. Lender nor its partners/members has been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3.Neither the Non-U.S. Lender nor any of its partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code;

4.Neither the Non-U.S. Lender nor any of its partners/members is a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code; and

5.The income from the Loans held by the Non-U.S. Lender is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Lender or its partners/members.

The Non-U.S. Lender has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the Non-U.S. Lender agrees that (1) if the information provided on this certificate changes, the Non-U.S. Lender shall promptly so inform the Borrower and the Administrative Agent and (2) the Non-U.S. Lender shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which

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each payment is to be made to the Non-U.S. Lender, or in either of the two calendar years preceding such payments.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set

forth below.

[NAME OF NON-U.S. LENDER]

By: Name:

Title:

Date:

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EXHIBIT F

FORM OF BORROWER NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$    New York, New York

, 20

FOR VALUE RECEIVED, the undersigned, ASPEN INSURANCE HOLDINGS

LIMITED, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), hereby unconditionally promises to pay to the order of (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Termination Date as to the Loans evidenced hereby, the principal amount of (a) DOLLARS ($), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement.

The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Term Benchmark Loans, the length of each Interest Period with respect thereto. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in the Term Loan Credit Agreement, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “CreditAgreement”), among the Borrower, the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, and Citibank, N.A., as Administrative Agent,

(b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement.

Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note may be declared to be or may otherwise become, immediately due and payable, but only if the conditions therefor in the Credit Agreement are met.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

-5-

017670-0170-19919-ACTIVE.56429759.10

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

ASPEN INSURANCE HOLDINGS LIMITED

By: Name:

Title:

-6-

017670-0170-19919-ACTIVE.56429759.10

Schedule A to Company Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Term Benchmark Loans Unpaid Principal Balance of ABR Loans Notation Made By

Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Term Benchmark Loans Unpaid Principal Balance of ABR Loans Notation Made By

017670-0170-19919-ACTIVE.56429759.10

-2-

Schedule B to Company Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF TERM BENCHMARK LOANS

Date Amount of Term Benchmark Loans Amount Converted to Term Benchmark Loans Interest Period and Term SOFR Rate with Respect Thereto Amount of Principal of Term Benchmark Loans Repaid Amount of Term Benchmark Loans Converted to ABR Loans Unpaid Principal Balance of Term Benchmark Loans Notation Made By

Date Amount of Term Benchmark Loans Amount Converted to Term Benchmark Loans Interest Period and Term SOFR Rate with Respect Thereto Amount of Principal of Term Benchmark Loans Repaid Amount of Term Benchmark Loans Converted to ABR Loans Unpaid Principal Balance of Term Benchmark Loans Notation Made By

EXHIBIT G

[RESERVED]

EXHIBIT H

FORM OF NOTICE OF CONVERSION/CONTINUATION

Date:

To:    Citibank, N.A., as Administrative Agent for the Lenders parties to the Term Loan Credit Agreement dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, HSBC Bank Bermuda Limited, as Structuring Agent, Lloyds Bank plc, as Syndication Agent, , as Syndication Agent, and Citibank, N.A., as Administrative Agent.

Ladies and Gentlemen:

The undersigned, Aspen Insurance Holdings Limited, refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.8 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:

Date”).

1.

The conversion/continuation date is , 20(the “Conversion/Continuation

2.The aggregate amount of the Loans to be [converted] [continued] is $.

3.The Loans are to be [converted into] [continued as] [Term Benchmark] [ABR] Loans.

4.[If applicable:] The duration of the Interest Period for the Loans included in the

[conversion] [continuation] shall be [days] [months].

[The undersigned hereby certifies that the following statement is true on the date hereof, and will be true on the proposed Conversion/Continuation Date: no Default or Event of Default has occurred and is continuing.1]

ASPEN INSURANCE HOLDINGS LIMITED

By: Name:

Title:

1 To be included for conversions of ABR Loans into Term Benchmark Loans.

EXHIBIT I

[RESERVED]

EXHIBIT J

[RESERVED]

EXHIBIT K

[RESERVED]

EXHIBIT L

[RESERVED]

EXHIBIT M

FORM OF BORROWING REQUEST

Date: ,

To: Citibank, N.A.

One Penns Way, Ops II, Floor 2 New Castle, Delaware 19720 ATTN: Agency Operations

Email: agencyabtfsupport@citi.com Ladies and Gentlemen:

Reference is made to that certain Term Loan Credit Agreement dated as of July 26, 2023 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the other parties thereto.

The undersigned Borrower hereby requests a borrowing of Loans, as follows:

1.In the aggregate amount of $.

2.On , 20(a Business Day).

3.Comprised of [ABR] [Term Benchmark] Loans. [4.     With an Interest Period of    months.]1

[4][5]. The Borrower’s account to which funds are to be disbursed is:

Account Number: Location:

This Borrowing Request and the borrowing requested herein comply with the (x) first three sentences of Section 2.2 and (y) Section 5.2 of the Agreement.

ASPEN INSURANCE HOLDINGS LIMITED

By: Name:

Title:

1    Insert if a Term Benchmark Borrowing.

EXHIBIT N

FORM OF PREPAYMENT NOTICE

Date: ,

To: Citibank, N.A.

One Penns Way, Ops II, Floor 2 New Castle, Delaware 19720 ATTN: Agency Operations

Email: agencyabtfsupport@citi.com

Ladies and Gentlemen:

Reference is made to that certain Term Loan Credit Agreement dated as of July 26, 2023 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement”; the terms defined therein being used herein as therein defined), among Aspen Insurance Holdings Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the “Borrower”), the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the other parties thereto.

This Prepayment Notice is delivered to you pursuant to Section 2.6 of the Agreement.

The undersigned Borrower hereby gives notice of a prepayment of Loans as follows:

1.(select Type(s) of Loans)

ABR Loans in the aggregate principal amount of $.

Term Benchmark Loans with an Interest Period ending , 20 in the aggregate principal amount of $.

2.On , 20(a Business Day).

This Prepayment Notice complies with the first and fourth sentences of Section 2.8(a) of

the Agreement.

ASPEN INSURANCE HOLDINGS LIMITED

By: Name:

Title:

ANNEX A

PRICING GRID

Debt Rating	Commitment Fee Rate (bps)	Term Benchmark Loan Applicable Margin (bps)	ABR Loan Applicable Margin (bps)
≥A-/A3	12.5	112.5	12.5
#VALUE!	15.0	125.0	25.0
#NAME?	20.0	137.5	37.5
#VALUE!	22.5	150.0	50.0
Any less favorable rating or no rating	27.5	175.0	75.0

For purposes of the Pricing Grid, “Debt Rating” means, as of any date of determination, the long term unsecured senior, non-credit enhanced debt rating of the Borrower as determined by S&P or Moody’s, as the case may be, provided that if a Debt Rating is issued by each of S&P and Moody’s, then the higher of such Debt Ratings shall apply, unless there is a split in Debt Ratings of more than one level, in which case the level that is one level lower than the higher Debt Rating shall apply. The Debt Ratings shall be determined from the most recent public announcement of any changes in the Debt Ratings.

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Debt Rating shall become effective on the date that is three Business Days after the date on which new ratings are issued by S&P or Moody’s and shall remain in effect until the next change to be effected pursuant to this paragraph.

EX-4.15

Execution Version

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”),

dated as of December 18, 2023, is among Aspen Insurance Holdings Limited (the “Borrower”), the several banks that are parties hereto, and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).

WHEREAS, the Borrower, various banks and the Administrative Agent, entered into a Term Loan Credit Agreement, dated as of July 26, 2023 (the “Credit Agreement”); and

WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein; NOW, THEREFORE, the parties hereto agree as follows:

1.Amendments. Subject to Section 2 below, the Credit Agreement is hereby amended as follows:

(a)The definition of “BMA Repayment Requirements” in the Credit Agreement is amended to read in its entirety as follows:

“BMA Repayment Requirements” in relation to any prepayment or repayment of all or any part of any Term Loan:

(a)the ECR would be satisfied immediately before and after giving effect to such prepayment or repayment of the Term Loan (or such part of it as is to be prepaid or repaid) (this clause (a), the “ECR Condition”) (for the avoidance of doubt, it is understood that the ECR Condition shall apply to the repayment of the Term Loan on the Term Loan Maturity Date); and

(b)prior to the Term Loan Maturity Date, the Borrower has obtained the prior approval of the BMA (it being understood that the Borrower shall use commercially reasonable efforts to obtain such approval of the BMA);

unless, in either case, the Borrower has replaced (or will simultaneously replace), with the approval of the BMA (it being understood that the Borrower shall use commercially reasonable efforts to obtain such approval of the BMA), the capital represented by the Term Loan (or such part of it as is to be prepaid or repaid) with Tier 2 or Tier 3 Ancillary Capital or any Qualifying Securities; provided that, it is understood that the BMA Repayment Requirements shall cease to apply if the Term Loans no longer constitute Tier 2 or Tier 3 Ancillary Capital.

2.Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a)The Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent and the Required Lenders.

(b)The representations and warranties of the Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date

(unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(c)No Default or Event of Default has occurred and is continuing or will result from the effectiveness of this Amendment.

3.Borrower Representations. The Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that (i) the representations and warranties applicable to the Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally and (iii) no Default or Event of Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment.

4.Reaffirmation of Loan Documents. The Borrower agrees that each Loan Document to which it is a party remains in full force and effect and is hereby ratified and confirmed. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to consent to any action requiring consent under any other provision of the Credit Agreement.

5.Other. The provisions of Sections 11.5, 11.9, 11.12, 11.13 and 11.20 of the Credit Agreement are incorporated herein by reference as if set forth in full herein, mutatis mutandis.

6.Loan Document. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ASPEN INSURANCE HOLDINGS LIMITED,

as a Borrower

By: [***]     Name: David Amaro

Title: Group General Counsel & Company Secretary

[Signature Page to First Amendment to Credit Agreement]

CITIBANK, N.A,

as Administrative Agent and a Lender

By:

Name: Maureen Maroney Title: Vice President

LLOYDS BANK PLC

as a Lender

[Signature Page to First Amendment to Credit Agreement)

By:

Name: Title:

Lee Chester

Associate Director

HSBC Bank Be1muda Limited, as a Lender

By:

_______________________

-,"-----"'----------

Name: Max Fiedler

Title: Head ofFIG, Global Banking

Title: Associate Director, Global Banking

[Signature Page to Fir.;t Amendment to Credit Agreement]

DocuSign Envelope ID: 0018E027-CCDD-4628-BB4F-30B6AB764C98

BARCLAYS BANK PLC,

as a Lender

By:

Name: Title:

Warren Veech III Vice President

[Signature Page to First Amendment to Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION

as a Lender

By:    _______________

Name: Kimberly Shaffer

Title: Managing Director

[Signature Page to First Amendment to Credit Agreement]

Bank of Montreal, as a Lender

By: Name: Benjamin Mlot

Title: Director

[Signature Page to First Amendment to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

By:

Name: Matko Lukin

Title: Vice President

[Signature Page to First Amendment to Credit Agreement]

Goldman Sachs Bank USA, as a Lender

By: Name: Priyankush Goswami

Title: Authorized Signatory

[Signature Page to First Amendment to Credit Agreement]

EX-8.1

Exhibit 8.1

SUBSIDIARIES OF THE COMPANY

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION
Acorn Limited	Bermuda
APJ Asset Protection Jersey Limited	Jersey
Aspen (UK) Holdings Limited	United Kingdom
Aspen (US) Holdings Limited	United Kingdom
Aspen American Insurance Company	Texas
Aspen Australia Service Company Pty Ltd	Australia
Aspen Bermuda Limited	Bermuda
Aspen Capital Management, Ltd	Bermuda
Aspen Cat Fund Limited	Bermuda
Aspen European Holdings Limited	United Kingdom
Aspen Insurance U.S. Services Inc.	Delaware
Aspen Insurance UK Limited	United Kingdom
Aspen Insurance UK Services Limited	United Kingdom
Aspen Managing Agency Limited	United Kingdom
Aspen Re America, Inc.	Delaware
Aspen Singapore Pte. Ltd.	Singapore
Aspen Specialty Insurance Company	North Dakota
Aspen Specialty Insurance Management, Inc.	Massachusetts
Aspen Specialty Insurance Solutions LLC	California
Aspen U.S. Holdings, Inc.	Delaware
Aspen UK Syndicate Services Limited	United Kingdom
Aspen Underwriting Limited	United Kingdom
Blue Waters Insurers, Corp.	Puerto Rico
Peregrine Reinsurance Ltd	Bermuda
Silverton Re Ltd.	Bermuda

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Mark Cloutier, certify that:

1.I have reviewed this annual report on Form 20-F of Aspen Insurance Holdings Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Mark Cloutier
		Name:	Mark Cloutier
Date: April 1, 2024		Title:	Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Christopher Coleman, certify that:

1.I have reviewed this annual report on Form 20-F of Aspen Insurance Holdings Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Christopher Coleman
		Name:	Christopher Coleman
Date: April 1, 2024		Title:	Chief Financial Officer

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report on Form 20-F of Aspen Insurance Holdings Limited (the “Company”) for the twelve months ended December 31, 2022as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mark Cloutier as Chief Executive Officer of the Company and Christopher Coleman as Chief Financial Officer of the Company each hereby certifies, pursuant to and for the purposes of complying with, Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 1, 2024
By:	/s/ Mark Cloutier
	Name:	Mark Cloutier
	Title:	Chief Executive Officer
Date: April 1, 2024
By:	/s/ Christopher Coleman
	Name:	Christopher Coleman
	Title:	Chief Financial Officer

EX-15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-272650) on Form F-3 of our report dated May 16, 2022, with respect to the consolidated financial statements of Aspen Insurance Holdings Limited.

/s/ KPMG LLP

London, United Kingdom

April 1, 2024

EX-15.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-272650) of Aspen Insurance Holdings Limited and in the related Prospectus of our report dated April 1, 2024, with respect to the consolidated financial statements of Aspen Insurance Holdings Limited included in this Annual Report (Form 20-F) for the year ended December 31, 2023.

/s/ Ernst & Young LLP

London, United Kingdom

April 1, 2024

EX-97.1

Exhibit 97.1

ASPEN INSURANCE HOLDINGS LIMITED

POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION

Introduction

The Board of Directors (the “Board”) of Aspen Insurance Holdings Limited (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and New York Stock Exchange (“NYSE”) listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.

Administration

This Policy shall be administered by the Board. Any determinations made by the Board shall be final and binding on all affected individuals. The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board may amend this Policy from time to time in its discretion.

Covered Executives

This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.

Recoupment Upon Financial Restatement

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Board shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.

No-Fault Recovery

Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.

1

Compensation Subject to Recovery; Enforcement

This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board and not based on the attainment of any financial measure, is not subject to this Policy.

In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period (as defined below) based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Board. For purposes of this Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the Company’s fiscal year (as set forth in Section 303A.14(c)(1)(i)(D) of the NYSE Listed Company Manual. The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.

For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Board shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that estimate and provide it to the NYSE.

Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.

The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by collecting from the Executive cash payments or shares of Company common stock from or by forfeiting any amounts that the Company owes to the Executive. Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that avoids or minimizes any such tax consequences.

2

No Indemnification

The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy or any claims relating to the Company’s enforcement of rights under this Policy.

Exceptions

The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. A majority of independent directors serving on the Board may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to the NYSE), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to the NYSE, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Other Remedies Not Precluded

The exercise by the Board of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board may have with respect to any Executive subject to this Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to an Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Policy and any other such rights or remedies.

Acknowledgment

To the extent required by the Board, each Executive shall be required to sign and return to the Company the acknowledgement form attached hereto as Exhibit A pursuant to which such Executive will agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt, each Executive shall be fully bound by, and must comply with, the Policy, whether or not such Executive has executed and returned such acknowledgment form to the Company.

Effective Date and Applicability

This Policy has been adopted by the Board on November 30, 2023, and shall apply to any Incentive-Based Compensation that is received by an Executive on or after October 2, 2023.

3

EXHIBIT A

DODD-FRANK COMPENSATION CLAWBACK POLICY

ACKNOWLEDGEMENT FORM

Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed a copy of the Policy; (ii) is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company; and (iii) will abide by the terms of the Policy, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Policy, as determined by the Board of Directors in its sole discretion.

Sign:__________________________

Name: [Employee]

Date:__________________________

4

XML

Cover Page - shares	12 Months Ended
	Dec. 31, 2023	Mar. 22, 2024
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-31909
Entity Registrant Name	ASPEN INSURANCE HOLDINGS LIMITED
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	141 Front Street
Entity Address, City or Town	Hamilton
Entity Address, Postal Zip Code	HM19
Entity Address, Country	BM
Entity Common Stock, Shares Outstanding (in shares)		60,395,839
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001267395
ICFR Auditor Attestation Flag	false
Document Accounting Standard	U.S. GAAP
Document Financial Statement Error Correction [Flag]	false
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	141 Front Street
Entity Address, City or Town	Hamilton
Contact Personnel Name	Mark Cloutier
Entity Address, Postal Zip Code	HM19
Entity Address, Country	BM
City Area Code	441
Local Phone Number	295-8201
5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares
Document Information [Line Items]
Title of 12(b) Security	5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares
Trading Symbol	AHL PRC
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.625% Perpetual Non-Cumulative Preference Shares
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1000th interest in a share of 5.625% Perpetual Non-Cumulative Preference Shares
Trading Symbol	AHL PRE
Security Exchange Name	NYSE
5.625% Perpetual Non-Cumulative Preference Shares
Document Information [Line Items]
Title of 12(b) Security	5.625% Perpetual Non-Cumulative Preference Shares
Trading Symbol	AHL PRD
Security Exchange Name	NYSE

XML

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Line Items]
Auditor Name	Ernst & Young LLP
Auditor Location	London
Auditor Firm ID	1438

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Investments:
Debt Securities, Available-for-sale		$ 4,122,600	$ 3,788,600
Debt Securities, Trading	[1]	1,485,700	1,475,500
Short-term investments, available for sale		93,600	52,000
Short-term investments, trading at fair value		2,100	6,300
Catastrophe bonds, trading at fair value (amortized cost — 2023: $1.6 and 2022: $5.1)		1,600	2,900
Privately-held Investments, available for sale, at fair value	[2]	14,900	0
Privately-held Investments	[2]	475,000	533,000
Investments, equity method		7,600	6,200
Other Investments	[3]	209,300	221,300
Investments, Excluding Derivative Assets		6,412,400	6,085,800
Reinsurance recoverables:
Cash and Cash Equivalents, at Carrying Value	[4]	1,028,100	959,200
Unpaid losses recoverable from reinsurers (net of allowance for expected credit losses of 2023: $3.7 and 2022: $3.7)		4,577,800	4,897,700
Ceded unearned premiums		733,500	737,300
Receivables:
Underwriting premiums receivables (net of allowance for expected credit losses of 2023: $21.0 and 2022: $25.0)		1,435,300	1,482,400
Deferred acquisition costs		296,200	319,000
Derivatives assets		31,700	56,200
Right-of-use operating lease assets		61,600	72,800
Income taxes refundable		4,300	20,800
Deferred tax assets		312,600	120,100
Other assets		309,600	384,200
Intangible assets and goodwill		21,700	21,800
Total assets		15,224,800	15,157,300
Insurance Reserve [Abstract]
Reserve for losses and loss adjustment expenses		7,810,600	7,710,900
Unearned premiums		2,426,300	2,457,500
Total insurance reserves		10,236,900	10,168,400
Reinsurance premiums		1,416,600	1,980,100
Liability for Future Policy Benefits and Unpaid Claims and Claims Adjustment Expense [Abstract]
Income taxes payable		12,600	10,900
Deferred tax liabilities		1,600	900
Accrued expenses and other payables	[5]	214,400	201,800
Payables for securities purchased		22,300	6,900
Operating lease liabilities		86,100	95,500
Derivative liabilities		25,800	34,900
Long-term debt		300,000	0
Short-Term Debt		0	299,900
Total liabilities		12,316,300	12,799,300
Commitments and contingent liabilities		0	0
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]
Ordinary shares, value		604	604
Preference shares, value		753,500	753,500
Additional paid-in capital		761,200	761,200
Retained earnings		1,793,500	1,349,000
Accumulated other comprehensive (loss)		(400,300)	(506,300)
Total shareholders' equity		2,908,500	2,358,000
Total liabilities and shareholders’ equity		$ 15,224,800	$ 15,157,300

[1] Fixed income maturities, trading at fair value includes related party investments totaling $129.8 million (2022 — $Nil).

[2] Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

[3] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

[4] Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million) which are held in trusts.

[5] Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

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CONSOLIDATED BALANCE SHEETS Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions		Dec. 31, 2023	Dec. 31, 2022
Fixed income securities, available for sale amortized cost		$ 4,330.0	$ 4,131.3
Net allowance, available for sale maturities, for expected credit losses		2.9	7.7
Fixed income securities, trading, amortized cost		1,527.0	1,576.7
Short term investments available for sale, amortized cost		93.6	52.4
Short-term investments, trading, amortized cost		2.1	6.3
Catastrophe Bonds, Fair Value Disclosure		1.6	5.1
Privately-held Investments, available for sale, at fair value	[1]	14.9	0.0
Privately-held investments, available for sale, amortized cost		14.7	0.0
Privately-held investments, cost, trading at fair value		494.9	537.7
Premium Receivable, Allowance for Credit Loss		$ 21.0	$ 25.0
Ordinary shares, issued		60,395,839	60,395,839
Ordinary shares, par value		$ 0.01	$ 0.01
Unpaid losses recoverable from reinsurers (net of allowance for expected credit losses of 2023: $3.7 and 2022: $3.7)		$ 3.7	$ 3.7
Restricted cash	[2]	323.2	232.1
Privately-held Investments	[1]	475.0	533.0
Other Investments	[3]	209.3	221.3
Cash and cash equivalents, including cash within consolidated VIE			65.7
Accrued expenses and other payables	[4]	214.4	201.8
Debt Securities, Trading	[5]	1,485.7	1,475.5
Asset Management Arrangement
Accrued expenses and other payables		2.1	4.5
Apollo originating partnership | Fair Value, Recurring [Member]
Privately-held Investments, available for sale, at fair value		14.9	0.0
Privately-held Investments		112.4	44.8
Other Investments		15.9	12.7
Apollo real estate fund | Fair Value, Recurring [Member]
Other Investments		23.9	25.3
Management Consulting Agreement
Accrued expenses and other payables		1.2	1.3
CLOs | Fair Value, Recurring [Member]
Debt Securities, Trading		129.8	0.0
Fixed maturities
Fixed income securities, available for sale amortized cost		4,438.3	4,183.7
Net allowance, available for sale maturities, for expected credit losses		2.9	7.7
Short-term investments
Fixed income securities, trading, amortized cost		$ 2.1	$ 6.3

[1] Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

[2] Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million, 2021 — $364.9 million) which are held in trusts.

[3] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

[4] Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

[5] Fixed income maturities, trading at fair value includes related party investments totaling $129.8 million (2022 — $Nil).

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CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022	Dec. 31, 2021
Revenues
Net earned premiums		$ 2,614.5		$ 2,688.7	$ 2,410.5
Net investment income (1)		275.7	[1]	188.1	147.5
Realized and unrealized investment gains (2)		75.9		5.0	56.2
Other income		0.0		8.2	14.7
Total revenues		2,966.1		2,890.0	2,628.9
Expenses
Losses and loss adjustment expenses		1,553.0		1,680.0	1,693.3
Acquisition costs		380.2		431.8	414.1
General, administrative and corporate expenses (3)	[2]	503.6		494.2	418.0
Interest expense		55.2		43.7	14.3
Change in fair value of derivatives		(26.1)		80.5	35.9
Realized and unrealized investment losses	[3]	61.4		182.6	47.4
Net realized and unrealized foreign exchange (gains)/losses		(36.2)		15.9	40.0
Other expenses		0.0		20.1	10.8
Total expenses		2,563.5		2,917.0	2,593.8
Income (loss) from operations before income taxes		402.6		(27.0)	35.1
Income tax benefit/(expense)		132.1		78.1	(5.3)
Net income/(loss) attributable to Aspen Insurance Holdings Limited		534.7		51.1	29.8
Available for sale investments:
Reclassification adjustment for net realized gains/(losses) on investments included in net income		40.2		55.5	(20.4)
Change in net unrealized gains/(losses) on available for sale securities held		86.0		(447.2)	(137.2)
Net change from current period hedged transactions		(14.0)		15.4	(6.2)
Change in foreign currency translation adjustment		14.4		(30.9)	21.4
Other comprehensive (loss)/income, before income taxes		126.6		(407.2)	(142.4)
Income tax (expense)/benefit thereon:
Reclassification adjustment for net realized losses on investments included in net /(loss)		6.6		0.0	0.0
Change in net unrealized (losses)/ gains on available for sale securities held		(14.0)		23.9	(0.3)
Total income tax (expense)/benefit allocated to other comprehensive income/(loss)		(20.6)		23.9	(0.3)
Other comprehensive income/(loss), net of tax		106.0		(383.3)	(142.7)
Total comprehensive (loss)/income attributable to Aspen Insurance Holdings Limited's ordinary shareholders		640.7		(332.2)	(112.9)
Net income
Net income		534.7		51.1	29.8
Preference share dividends		49.9		44.6	44.5
Net income/(loss) available to Aspen Insurance Holdings Limited’s ordinary shareholders		$ 484.8		$ 6.5	$ (14.7)

[1] Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

[2] General, administrative and corporate expenses includes related party management consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million).

[3] Realized and unrealized investments gains includes gains of $8.7 million on related party investments (2022 — $0.4 million loss, 2021 — $Nil ).

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Income (Parenthetical) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022	Dec. 31, 2021
Net investment income (1)		$ 275.7	[1]	$ 188.1	$ 147.5
General and administrative expenses		354.5		386.5	333.1
Realized and unrealized investment losses	[2]	61.4		182.6	47.4
Asset Management Arrangement
Net investment income (1)		9.4		4.9	5.8
Management Consulting Agreement
General and administrative expenses		5.0		5.0	5.0
Apollo, Class A & B Notes
Realized and unrealized investment losses		8.7		(0.4)	0.0
Management Consulting Agreement
Net investment income (1)		$ (19.6)		$ (3.1)	$ 0.0

[1] Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

[2] Realized and unrealized investments gains includes gains of $8.7 million on related party investments (2022 — $0.4 million loss, 2021 — $Nil ).

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Total	Ordinary shares	Preference shares	[1]	Additional paid-in capital	[1]	Retained earnings	Retained earnings Ordinary shares	Cumulative foreign currency translation adjustments:	Unrealized appreciation on available for sale investments:	Gain on derivatives, net of taxes
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest		$ 600,000	$ 753,500,000		$ 716,200,000		$ 1,397,200,000		$ (177,400,000)	$ 192,500,000	$ 4,600,000
Capital contribution	$ 45,000,000.0
Net income/(loss) for the year	29,800,000
Dividends								$ 0
Change for the year, net of income taxes									21,400,000	(157,900,000)
Aggregate liquidation preferences	775,000,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,774,800,000	600,000	753,500,000		761,200,000		1,382,500,000		(156,000,000.0)	34,600,000	(1,600,000)
Net change from current period hedged transactions											(6,200,000)
Total accumulated other comprehensive (loss)/income	(123,000,000.0)
Capital contribution	0
Net income/(loss) for the year	51,100,000
Dividends								(40,000,000.0)
Change for the year, net of income taxes									(30,900,000)	(367,800,000)
Aggregate liquidation preferences	775,000,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,358,000,000	600,000	753,500,000		761,200,000		1,349,000,000		(186,900,000)	(333,200,000)	13,800,000
Net change from current period hedged transactions											15,400,000
Total accumulated other comprehensive (loss)/income	(506,300,000)
Capital contribution	0
Net income/(loss) for the year	534,700,000
Dividends	(49,865,700)							$ (40,300,000)
Change for the year, net of income taxes									14,400,000	105,600,000
Aggregate liquidation preferences	775,000,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,908,500,000	$ 600,000	$ 753,500,000		$ 761,200,000		$ 1,793,500,000		$ (172,500,000)	$ (227,600,000)	(200,000)
Net change from current period hedged transactions											$ (14,000,000.0)
Total accumulated other comprehensive (loss)/income	$ (400,300,000)

[1] Preference shares of $775.0 million, less issuance costs of $21.5 million (December 31, 2022 and 2021 — $775.0 million and $21.5 million).

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Cash flows from operating activities:
Net income/(loss)		$ 534,700,000		$ 51,100,000		$ 29,800,000
Adjustments to reconcile net income to net cash providing by/(used in) operating activities:
Depreciation and amortization		11,000,000.0		43,300,000		53,300,000
Impairment of lease assets		0		(6,700,000)		400,000
Amortization of right-of-use operating lease assets		10,700,000		10,100,000		12,000,000.0
Interest on operating lease liabilities		4,500,000		5,400,000		5,500,000
Realized and unrealized investment gains		(75,900,000)		(5,000,000.0)		(56,200,000)
Realized and unrealized investment losses	[1]	61,400,000		182,600,000		47,400,000
Deferred tax expense/(benefit)		(197,700,000)		(104,600,000)		(3,200,000)
Net realized and unrealized investment foreign exchange (gains)/losses		(5,300,000)		15,900,000		13,000,000.0
Net change from current period hedged transactions		(14,000,000.0)		15,400,000		(6,200,000)
Unrealized (gain)/loss on real estate fund in net investment income		17,900,000		(14,500,000)		(20,500,000)
Insurance reserves:
Losses and loss adjustment expenses		99,700,000		99,100,000		483,300,000
Unearned premiums		(31,200,000)		345,200,000		310,200,000
Reinsurance recoverables:
Unpaid losses		(319,900,000)		1,599,600,000		109,500,000
Ceded unearned premiums		3,800,000		(141,200,000)		(143,100,000)
Other receivables		11,700,000		(26,400,000)		(19,400,000)
Deferred acquisition costs		22,800,000		(28,200,000)		13,200,000
Reinsurance premiums payable		(563,500,000)		1,404,400,000		1,200,000
Funds withheld		43,600,000		1,100,000		(5,700,000)
Premiums receivable		47,100,000		(177,800,000)		(142,900,000)
Income tax payable		3,500,000		(1,300,000)		(7,600,000)
Accrued expenses and other payable		13,200,000		(87,000,000.0)		73,500,000
Derivative assets and derivative liabilities		15,400,000		(21,700,000)		13,600,000
Operating lease liabilities		(15,500,000)		(15,500,000)		(17,500,000)
Other		6,900,000		900,000		100,000
Net cash provided by/(used in) operating activities		324,700,000		(55,000,000.0)		524,700,000
Cash flows from investing activities:
(Purchases) of fixed income securities — Available for sale		(1,554,800,000)		(1,613,900,000)		(2,217,300,000)
(Purchases) of fixed income securities — Trading		(418,500,000)		(724,600,000)		(866,400,000)
Proceeds from sales and maturities of fixed income securities — Available for sale		1,326,700,000		2,212,500,000		1,538,100,000
Proceeds from sales and maturities of fixed income securities — Trading		474,000,000.0		293,600,000		548,200,000
Net proceeds from catastrophe bonds — Trading		1,500,000		500,000		14,300,000
(Purchases) of short-term investments — Available for sale		(265,900,000)		(55,900,000)		(17,200,000)
Proceeds from sale of short-term investments — Available for sale		231,000,000.0		13,600,000		99,600,000
(Purchases) of short-term investments — Trading		(15,100,000)		(7,000,000.0)		(26,800,000)
Proceeds from sale of short-term investments — Trading		19,500,000		2,600,000		60,800,000
(Purchases) of privately-held investments - Available for sale		(14,700,000)		0		0
(Purchases) of privately-held investments — Trading		(99,000,000.0)		(377,900,000)		(205,100,000)
Proceeds from sale of privately-held investments — Trading		136,900,000		147,400,000		182,100,000
Net change in receivable/(payable) for securities sold/(purchased)		19,900,000		(31,800,000)		26,600,000
(Purchases) of other investments		(9,300,000)		(62,500,000)		(20,000,000.0)
Net proceeds from sales of other investments		4,900,000		5,900,000		0
Net (purchases)/sales of fixed assets		8,900,000		(3,000,000.0)		64,500,000
Net (purchases) of investments, equity method		(400,000)		(2,000,000.0)		(2,700,000)
Net cash (used in) investing activities		(172,200,000)		(196,500,000)		(950,300,000)
Cash flows from financing activities:
Repayments of Short-Term Debt		(300,000,000.0)		0		0
Proceeds from term loan facility		300,000,000.0		0		0
Capital contribution		0		0		45,000,000.0
Payments of Ordinary Dividends, Common Stock		40,300,000		40,000,000.0		0
Dividends paid on preference shares		(49,900,000)		(44,600,000)		(44,500,000)
Net cash (used in)/provided by financing activities		(90,200,000)		(84,600,000)		500,000
Effect of exchange rate movements on cash and cash equivalents		6,600,000		(18,800,000)		(8,100,000)
Increase/(decrease) in cash and cash equivalents		68,900,000		(354,900,000)		(433,200,000)
Cash and cash equivalents at beginning of period		959,200,000	[2]	1,314,100,000	[2]	1,747,300,000
Cash and cash equivalents at end of period (1)	[2]	1,028,100,000		959,200,000		1,314,100,000
Restricted cash		323,200,000	[2]	232,100,000	[2]	364,900,000
Supplemental disclosure of cash flow information:
Income taxes paid		60,900,000		29,100,000		15,700,000
Interest paid		$ 15,600,000		$ 14,300,000		$ 14,000,000.0

[1] Realized and unrealized investments gains includes gains of $8.7 million on related party investments (2022 — $0.4 million loss, 2021 — $Nil ).

[2] Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million, 2021 — $364.9 million) which are held in trusts.

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History and Organization

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

History and Organization

History and Organization

History and Organization. Aspen Insurance Holdings Limited (“Aspen Holdings”) was incorporated on May 23, 2002 as a holding company headquartered in Bermuda. We underwrite specialty insurance and reinsurance on a global basis through our Operating Subsidiaries (as defined below) based in Bermuda, the United States and the United Kingdom: Aspen Bermuda Limited (“Aspen Bermuda”), Aspen Specialty Insurance Company (“Aspen Specialty”), Aspen American Insurance Company (“AAIC”), Aspen Insurance UK Limited (“Aspen UK”) and Aspen Underwriting Limited (“AUL”) (as corporate member of our Lloyd’s operations, Syndicate 4711, which are managed by Aspen Managing Agency Limited (“AMAL”) (together, “Aspen Lloyd’s”)), each referred to herein as an “Operating Subsidiary” and collectively referred to as the “Operating Subsidiaries”. We also have branches in Australia, Canada, Singapore and Switzerland. We established Aspen Capital Management, Ltd. (“ACML”) and other related entities (collectively, “ACM”) to leverage our existing underwriting franchise, increase our operational flexibility and provide third-party investors direct access to our capital markets and underwriting expertise. References to the “Company,” the “Group,” “we,” “us” or “our” refer to Aspen Holdings or Aspen Holdings and its consolidated subsidiaries.

Since February 2019, the Company has been a wholly-owned subsidiary of Highlands Bermuda Holdco, Ltd. (“Parent”), which holds all of the Company’s ordinary shares. Parent, a Bermuda exempted company, is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., a leading global investment manager (collectively with its subsidiaries, “Apollo”). The Company’s preference shares and depositary shares are listed on the New York Stock Exchange (“NYSE”) under the following symbols: AHL PRC, AHL PRD and AHL PRE.

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Basis of Preparation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Preparation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

The consolidated financial statements of Aspen Holdings are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are presented on a consolidated basis including the transactions of all operating subsidiaries in which the Company has a controlling financial interest and variable interest entities (“VIE”) in which the Company is considered to be the primary beneficiary. Transactions between Aspen Holdings and its subsidiaries are eliminated within the consolidated financial statements.

The consolidated financial statements have been prepared on a going concern basis.

To facilitate comparison of information across periods, certain reclassifications have been made to prior year amounts to conform to the current year’s presentation.

  (a)    Use of Estimates

Assumptions and estimates made by management have a significant effect on the amounts reported within the consolidated financial statements. The most significant of these relate to losses and loss adjustment expenses, reinsurance recoverables, gross written premiums and commissions which have not been reported to the Company such as those relating to proportional treaty reinsurance contracts, unrecognized tax benefits, recoverability of deferred tax assets, the fair value of derivatives and the fair value of other and privately-held investments. All material assumptions and estimates are regularly reviewed and adjustments made as necessary but actual results could be significantly different from those expected when the assumptions or estimates were made.

  (b)    Accounting for Insurance and Reinsurance Operations

Premiums Earned. Premiums are generally recorded as written on the inception date of a policy. For proportional reinsurance treaty contracts, written premiums are generally recorded as the reinsured policies attach to the treaty. For multi-year insurance or reinsurance contracts, written premiums are recorded based on the contract terms. Premiums are recognized as revenues proportionately over the coverage period. Premiums earned are recorded in the consolidated statements of operations, net of the cost of purchased reinsurance. Premiums written which are not yet recognized as earned premium are recorded in the consolidated balance sheet as unearned premiums. Written and earned premiums and the related costs include estimates for premiums which have not been finally determined. These relate mainly to contractual provisions for the payment of adjustment or additional premiums, premiums payable under proportional treaties and delegated underwriting authorities, and reinstatement premiums.

Adjustment and additional premiums are premiums charged which relate to experience during the policy term. The proportion of adjustable premiums included in the premium estimates varies between business lines with the largest adjustment

premiums being in property and casualty reinsurance, marine, aviation and energy insurance and the smallest in property and casualty insurance.

Premiums under proportional treaty contracts and delegated underwriting authorities are generally not reported to the Company until after the reinsurance coverage is in force. As a result, an estimate of these “pipeline” premiums is recorded. The Company estimates pipeline premiums based on projections of ultimate premium taking into account reported premiums and expected development patterns.

Reinstatement premiums on assumed excess of loss reinsurance contracts are provided based on experience under such contracts. Reinstatement premiums are the premiums charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence. The original premiums are recognized as revenue in full at the date of loss, with the reinstatement premiums recognized as revenue over the remaining cover term. Reinstatement premiums provide future insurance cover for the remainder of the initial policy term. An allowance for uncollectible premiums is established for possible non-payment of premium receivables, as deemed necessary.

Credit Losses on Underwriting Premiums Receivable. Underwriting premium receivable balances are reported net of an allowance for expected credit losses. The allowance, based on ongoing review and monitoring of amounts outstanding, historical loss data, including write-offs and other current economic factors, is charged to net income in the period the receivable is recorded and revised in subsequent periods to reflect changes in the Company’s estimate of expected credit losses. For most insurance policies, credit risk is partially mitigated by the Company’s ability to cancel the policy if the policyholder does not pay the premium whereby, upon default, policy liabilities would be written-down along with premium receivables.

Losses and Loss Adjustment Expenses. Losses represent the amount paid or expected to be paid to claimants in respect of events that have occurred on or before the balance sheet date. The costs of investigating, resolving and processing these claims are known as loss adjustment expenses (“LAE”). The consolidated statements of operations records these losses net of reinsurance, meaning that gross losses and loss adjustment expenses incurred are reduced by the amounts recovered or expected to be recovered under reinsurance contracts.

Reinsurance. Written premiums, earned premiums, incurred claims, LAE and the acquisition costs all reflect the net effect of assumed and ceded reinsurance transactions. Assumed reinsurance refers to the Company’s acceptance of certain insurance risks that other insurance companies have underwritten. Ceded reinsurance arises from contracts under which other insurance companies agree to share certain risks with the Company.

Reinsurance accounting is followed when there is significant timing risk, underwriting risk and transfer risk, and a reasonable possibility of significant loss.

Outward reinsurance premiums, which are paid when the Company purchases reinsurance or retrocessional coverage, are accounted for using the same accounting methodology as the Company uses for inwards premiums. Premiums payable under reinsurance contracts that operate on a “losses occurring during” basis are expensed over the period of coverage while those arising from “risks attaching during” policies are expensed over the earnings period of the underlying premiums written from the reinsured business. Adjustment premiums and reinstatement premiums in relation to outward reinsurance are accrued when it is determined that the ultimate losses will trigger a payment and recognized within premiums payable. Reinsurance and retrocession does not isolate the ceding company from its obligations to policyholders. In the event that a reinsurer or retrocessionaire fails to meet its obligations, the ceding company’s obligations remain.

Accounting for Retroactive Reinsurance Agreements. Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. For retroactive reinsurance purchased by the Company, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income over the settlement period of the ceded reserves once the paid losses have exceeded the minimum retention. The amount of the deferral is recalculated each period based on actual loss payments and updated estimates of ultimate losses. If the consideration paid exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is recognized within income immediately.

Premiums payable for retroactive reinsurance coverage and meeting the conditions of reinsurance accounting are reported as reinsurance recoverables to the extent that those amounts do not exceed recorded liabilities relating to underlying reinsurance contracts. Premiums paid in excess of accounts receivable are charged to income.

Reserves. Insurance reserves are established for the total unpaid cost of claims and LAE in respect of events that have occurred by the balance sheet date, including the Company’s estimates of the total cost of claims incurred but not yet reported (“IBNR”). Claim reserves are reduced for estimated amounts of salvage and subrogation recoveries. Estimated amounts recoverable from reinsurers on unpaid losses and LAE are reflected as assets.

For reported claims, reserves are established on a case-by-case basis within the parameters of coverage provided in the insurance policy or reinsurance agreement. For IBNR claims, reserves are estimated using a number of established actuarial methods to establish a range of estimates from which a management best estimate is selected. Both case and IBNR reserve

estimates consider variables such as past loss experience, changes in legislative conditions, changes in judicial interpretation of legal liability, policy coverages and inflation.

As many of the coverages underwritten involve claims that may not be ultimately settled for many years after they are incurred, subjective judgments as to the ultimate exposure to losses are an integral and necessary component of the loss reserving process. The Company regularly reviews its reserves, using a variety of statistical and actuarial techniques to analyze current claims costs, frequency and severity data, and prevailing economic, social and legal factors. Reserves established in prior periods are adjusted as claim experience develops and new information becomes available. Adjustments to previously estimated reserves are reflected in the financial results of the period in which the adjustments are made.

The process of estimating required reserves does, by its very nature, involve considerable uncertainty. The level of uncertainty can be influenced by factors such as the existence of coverage with long duration payment patterns and changes in claims handling practices, as well as the factors noted above. Ultimate actual payments for claims and LAE could turn out to be significantly different from the Company’s estimates.

Credit Losses on Reinsurance Recoverables. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability with the reinsured business. The Company maintains credit risk if a reinsurer is unable to pay recoverables when they become due. To manage this risk, the Company evaluates the financial condition of its reinsurers and retrocessionaires, and monitors concentration of credit risk to minimize its exposure to significant losses from individual reinsurers. To further reduce credit exposure on reinsurance recoverables, the Company has received collateral, including letters of credit and trust accounts, from certain reinsurers. Following the adoption of ASC 326, an allowance is established for expected credit losses to be recognized over the life of the reinsurance recoverable. The allowance considers the current financial strength of the individual reinsurer and the amount of collateral held.

Acquisition Costs. The costs directly related to writing a (re)insurance policy are referred to as acquisition expenses and include commissions, premium taxes and profit commissions. With the exception of profit commissions, these expenses are incurred when a policy is issued, and only the costs directly related to the successful acquisition of new and renewal insurance and reinsurance contracts are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. Profit commissions are estimated and accrued based on the related performance criteria evaluated at the balance sheet date, with subsequent changes to those estimates recognized when they occur. Commissions received related to reinsurance premiums ceded are netted against broker commissions in determining acquisition costs eligible for deferral.

On a regular basis a premium deficiency analysis is performed of the deferred acquisition costs in relation to the expected recognition of revenues, including anticipated investment income, and adjustments, if any, are reflected as period costs. Should the analysis indicate that the acquisition costs are unrecoverable, further analyses are performed to determine if a reserve is required to provide for losses which may exceed the related unearned premium.

General and Administrative Expenses. These costs represent the expenses incurred in running the business and include, but are not limited to compensation costs for employees, rental costs, IT development and professional and consultancy fees. General and administrative costs directly attributable to the successful acquisition of business are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. When reporting the results for its business segments, the Company includes expenses which are directly attributable to the segment plus an allocation of central administrative costs.

Corporate Expenses. Corporate expenses are not allocated to the Company’s business segments as they typically do not fluctuate with the levels of premium written and are related to the Company’s operations which include group executive costs, group finance costs, group legal and actuarial costs and certain strategic and other costs.

  (c)    Accounting for Investments, Cash and Cash Equivalents

Fixed Income Securities. The fixed income securities portfolio comprises securities issued by governments and government agencies, corporate bonds, mortgage and other asset-backed securities and bank loans. Investments in fixed income securities are classified as available for sale or trading and are reported at estimated fair value in the consolidated balance sheet. Investment transactions are recorded on the trade date with balances pending settlement reflected in the consolidated balance sheet under receivables for securities sold and other payables for securities purchased, respectively. Fair values are based on quoted market prices and other data provided by third-party pricing services.

Short-term Investments. Short-term investments primarily comprise highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase and are held as part of the investment portfolio of the Company. Short-term investments are classified as either trading or available for sale and reported at estimated fair value.

Catastrophe Bonds. Investments in catastrophe bonds are classified as trading and are reported on the consolidated balance sheet at estimated fair value. The fair values are based on independent broker-dealer quotes.

Privately-held Investments. The Company’s privately-held investments primarily comprise commercial mortgage loans, middle market loans and other private debt, asset-backed securities and global corporate securities. These investments are classified as trading or available for sale and are reported on the consolidated balance sheet at estimated fair value. Privately-

held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are primarily determined using discounted cash flow models.  Interest income is accrued on the principal amount of the loan based on its contractual interest rate subject to it being probable that we will receive interest on that particular underlying loan. Interest income, amortization of premiums and discounts, and prepayment fees are reported in net investment income on the consolidated statements of income.

Other Investments, Equity Method. Other investments represent the Company’s investments that are recorded using the equity method of accounting. Adjustments to the fair value of these investments are made based on the net asset value of the investment.

Other Investments. Other investments represent the Company’s investments in investment funds that are reported at fair value. Adjustments to the fair value are made based on the net asset value of the investment.

Cash and Cash Equivalents. Cash and cash equivalents are reported at fair value. Cash and cash equivalents comprise cash on hand, deposits held on call with banks and other short-term highly liquid investments due to mature within three months from the date of purchase and which are subject to insignificant risk of change in fair value.

Gains and Losses. Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method and are recorded in revenue or expenses respectively. Unrealized gains and losses represent the difference between the cost, or the cost as adjusted by amortization of any difference between its cost and its redemption value (“amortized cost”), of the security and its fair value at the reporting date and are included within other comprehensive income for securities classified as available for sale and in realized and unrealized investment gains or losses in the consolidated statement of operations for securities classified as trading.

Credit Losses on Available for Sale Debt Securities. An allowance account for credit losses is recognized for available for sale debt securities based on a review of individual securities. Write-offs are recorded when amounts are deemed uncollectible, or Aspen intends to sell (or more likely than not will be required to sell) the debt security before recovery of the amortized cost basis. The amortized cost basis will be written down to the debt securities fair value through earnings. Credit losses are limited to the difference between the debt securities amortized cost basis and fair value (‘fair-value floor’). Any decline in the debt securities fair value below the amortized cost basis that is not a result of a credit loss is recorded through other comprehensive income, net of applicable taxes. The allowance for credit losses of a security may be increased or reversed upon a change in credit position with the change reflected in net income.

The credit loss models employ a discounted cash flow approach to evaluate whether a credit loss exists at the individual security level and are reviewed at each reporting period. This analysis excludes investments in U.S. Government / Agency bonds and U.S. Government Agency mortgage-backed securities due to being of ‘high credit quality’ based on the absence of risk. For any available for sale debt securities that were initially purchased with credit deterioration (PCD), the amortized cost basis shall be considered to be the purchase price, plus any allowance for credit losses. Estimated credit losses shall be discounted at the rate that equates the present value of the purchaser’s estimate of the security’s future cash flows with the purchase price of the asset.

Net Investment Income. Investment income includes amounts received and accrued in respect of periodic interest (“coupons”) payable to the Company by the issuer of fixed income securities, equity dividends and interest credited on cash and cash equivalents. It also includes amortization of premium and accretion of discount in respect of fixed income securities. Investment income also includes changes in fair value from investments in real estate funds. Investment management and custody fees are charged against net investment income reported in the consolidated statement of operations.

  (d)    Accounting for Derivative Financial Instruments

The Company enters into derivative instruments to manage certain market risks, such as forward exchange contracts used to reduce foreign currency risk relative to the U.S. dollar. The Company records derivative instruments at fair value on the Company’s consolidated balance sheet as either assets or liabilities, depending on their rights and obligations.

The accounting for the gain or loss due to the changes in the fair value of these instruments is dependent on whether the derivative qualifies as a hedge. If the derivative does not qualify as a hedge, the gains or losses are reported in the consolidated statement of operations when they occur and classified within Change in fair value of derivatives. If the derivative qualifies as a hedge, the accounting treatment varies based on the type of risk being hedged. There are two primary types of hedging relationships that may be used for accounting purposes: fair value hedge and cash flow hedge. A fair value hedge is designed to offset changes in the fair value of an underlying asset or liability, and the gain or loss from the hedging instrument offsets the change in fair value of the underlying asset or liability. Under fair value hedge accounting, both the gain or loss from the underlying asset or liability and the gain or loss from the hedging instrument are recognized in earnings in the same period. In contrast, a cash flow hedge is designed to offset changes in cash flows of an underlying asset or liability. The gain or loss from the hedging instrument is initially recognized in other comprehensive income. As the contracts settle, the realized gain or loss is reclassified from other comprehensive income into the consolidated statement of operations.

The loss portfolio transfer contract includes a funds withheld arrangement that provides a variable interest expense based on Aspen’s investment performance. As a result, this funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative. Since the economic characteristics and risks of an embedded derivative feature are not clearly and closely related to the economic characteristics and risks of the host contract, the embedded derivative is bifurcated and accounted for separately at fair value. The Company records subsequent changes in the embedded derivative fair value in the consolidated statement of operations.

  (e)    Accounting for Intangible Assets

Intangible assets are held in the consolidated balance sheet at cost less amortization and impairment. Amortization applies on a straight-line basis in respect of assets having a finite estimated useful economic life. Finite intangibles are assessed on an annual basis for impairment, or more frequently where circumstances indicate the carrying value may not be recoverable. For intangible assets considered to have an indefinite life, the Company performs a qualitative assessment annually to determine whether it is more likely than not that an intangible asset is impaired. Goodwill is assessed annually for impairment or more frequently if circumstances indicate an impairment may have occurred.

  (f)    Accounting for Office Properties and Equipment

Office properties and equipment are reported at cost less accumulated depreciation. These assets are depreciated on a straight-line basis over the estimated useful lives of the assets. Computer equipment is depreciated between three and five years, furniture and fittings are depreciated over four years and leasehold improvements are depreciated over the lesser of 15 years or the lease term.

IT development costs that are directly associated with the development of identifiable and unique software products and that are anticipated to generate economic benefits exceeding costs beyond one year, are recognized within office properties and equipment. Costs include external consultants’ fees, certain qualifying internal staff costs and other costs incurred to develop software programs. Software is depreciated over their estimated useful life, between three and five years, on a straight-line basis and is subject to impairment testing annually. Depreciation commences when the asset becomes operational. Other non-qualifying costs are expensed as incurred.

  (g)    Accounting for Leases

In the ordinary course of the business, the Company renews and enters into new leases for office real estate and other assets. At the lease inception date, the Company determines whether a contract contains a lease and recognizes operating lease Right-of-use assets and operating lease liabilities based on the present value of future minimum lease payments. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. For all office real estate leases, rent incentives, including reduced-rent and rent free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows.

Right-of-use operating lease assets are reported at cost less accumulated depreciation on the consolidated balance sheet and depreciated over the lease term. The Company does not record office property and equipment leases with an initial term of 12 months or less (short-term) in the Company's consolidated balance sheets. Such short-term leases are expensed through the consolidated statement of operations.

Right-of-use operating lease assets are tested for impairments whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of an asset is impaired, it is reduced to the recoverable amount by an immediate charge to the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

   (h)    Accounting for Foreign Currencies Translation

The functional currency of the Company and its subsidiaries is the U.S. Dollar, which is also the Company’s reporting currency. Transactions in currencies other than the functional currency are measured at the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in non-functional currencies are remeasured at the exchange rate prevailing at the balance sheet date and any resulting foreign exchange gains or losses are reflected in the consolidated statement of operations. Foreign exchange gains or losses related to available for sale investments denominated in non-functional currencies are included within other comprehensive income. Non-monetary assets and liabilities are remeasured to functional currency at historic exchange rates.

  (i)    Accounting for Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents.

The Company applies a portfolio approach to release the income tax effects in accumulated other comprehensive income. Under this approach, the income tax effects upon the sale of an available for sale debt security, settlement of hedged transactions and upon foreign currency translation adjustments for each period, are determined under the intraperiod tax allocation approach. Any tax effects remaining in accumulated other comprehensive income are only released when the entire portfolio is liquidated, sold or extinguished.

  (j)    Accounting for Preference Shares

The Company had at the balance sheet date in issue three classes of preference shares. The Company has no obligation to pay interest on these securities but they carry entitlements to dividends payable at the discretion of the Board of Directors. In the event of non-payment of dividends for six consecutive periods, holders of preference shares have director appointment rights. The preference shares are therefore accounted for as equity instruments and included within total shareholders’ equity.

 (k)    Accounting for Share-Based Payments and Long-Term Incentive Plans

The Company operates an employee long-term incentive plan, comprised of Performance Units and Exit Units, the terms and conditions of which are described in Note 17. The Company applies a fair-value based measurement method in calculating the compensation costs of Performance Units which are recognized on a straight-line basis over the vesting period.

Certain employees of the Company participate in a Management Equity Plan (“MEP”), comprising stock options to acquire non-voting shares in a related party affiliate of the Company, at no cost to the employee. The terms and conditions of the MEP are described in Note 17. The Company recognizes compensation costs for these awards with performance conditions if, and when, the Company concludes that it is probable that the performance condition(s) will be achieved, over the requisite service period. The Company reviews and evaluates these estimates regularly and will recognise any remaining unrecognised compensation expense as an estimate revision. The stock options vest upon a number of performance conditions; an exit or liquidity event occurring; a two-year cumulative operating income hurdle being achieved over the vesting period; and certain other contractual terms being achieved. The Company applies fair-value based measurement principles to determine grant date values for the stock options. The Company has made an entity-wide accounting election to account for award forfeitures as they occur.

(l)    Accounting for Business Combinations    

The Company accounts for a transaction as a business combination where the assets acquired and liabilities assumed following a transaction constitute a business. An acquired entity must have inputs and processes that make it capable of generating a return or economic benefit to be considered a business. If the assets acquired are not a business, the Company accounts the transaction as an asset acquisition. The Company recognizes and measures at fair value 100 percent of the assets and liabilities of any acquired business. Goodwill is recognized and measured as the difference between the consideration paid or payable less the fair value of assets acquired.

The Company accounts for the disposal of subsidiary undertakings when it ceases to control the subsidiary’s assets and liabilities or the group of assets. A gain or loss is recognized and measured as the difference between the fair value of consideration received or receivable and the value of assets, liabilities and equity components de-recognized, related to that subsidiary or group of assets when deconsolidated.

Costs that are directly related to a business combination transaction are expensed in the periods in which the costs are incurred and the services are received.

(m)    Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”. This update improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-07 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”. The amendments in this Update provide additional transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments to this Update are effective for annual periods beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-09 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Other accounting pronouncements were issued during the year ended December 31, 2023 which were either not applicable to the Company or did not impact the Company’s consolidated financial statements.

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Segment Reporting

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

The Company manages its underwriting operations as two business segments: Aspen Reinsurance and Aspen Insurance. The Company has determined its reportable segments by taking into account the manner in which management makes operating decisions and assesses operating performance. Profit or loss for each of the Company’s business segments is measured by underwriting income or loss. Underwriting profit is the excess of net earned premiums over the sum of losses and loss expenses, acquisition costs and general and administrative expenses. Underwriting income or loss provides a basis for management to evaluate the segment’s underwriting performance.

Reinsurance Segment. The reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance.

For a more detailed description of this business segment, refer to Item 4, “Information on the Company — Business Overview — Aspen Reinsurance” above.

Insurance Segment.  The insurance segment consists of first party insurance, specialty insurance, casualty and liability insurance, and financial and professional lines insurance. Additionally, the insurance segment includes Aspen Underwriting Limited’s participation as a corporate member in Carbon Syndicate 4747 (“Carbon Syndicate”). For a more detailed description of this segment, refer to Item 4 “Information on the Company — Business Overview — Aspen Insurance” above.

Non-underwriting Disclosures. The Company provides additional disclosures for corporate and other (non-operating) income and expenses. Corporate and other income and expenses include: corporate expenses, non-operating expenses, net investment income, net realized and unrealized investment gains or losses, changes in fair value of derivatives, interest expenses, net realized and unrealized foreign exchange gains or losses, and income taxes. These income and expense items are not allocated to the Company’s business segments as they are not directly related to the Company’s business segment operations and is consistent with how management measures the performance of its segments. The Company does not allocate its assets by business segment as we evaluate underwriting results of each segment separately from the results of our investment portfolio.

The Company uses underwriting ratios as measures of performance. The loss ratio is the ratio of losses and loss adjustment expenses to net earned premiums. The acquisition cost ratio is the ratio of acquisition costs to net earned premiums. The general and administrative expense ratio is the ratio of general and administrative expenses to net earned premiums. The combined ratio is the sum of the loss ratio, the acquisition cost ratio and the general and administrative expense ratio.

The following tables provide a summary of gross and net written and earned premiums, underwriting income or loss, ratios and reserves for each of the Company’s business segments for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,521.0		$	2,446.6		$	3,967.6
Net written premiums	1,098.0			1,483.9			2,581.9
Gross earned premiums	1,562.0			2,444.8			4,006.8
Net earned premiums	1,154.5			1,460.0			2,614.5
Underwriting Expenses
Losses and loss adjustment expenses	611.1			941.9			1,553.0
Acquisition costs	208.6			171.6			380.2
General and administrative expenses	120.6			233.9			354.5
Underwriting income	214.2			112.6			326.8
Corporate and other expenses (1)							(114.0)
Non-operating expenses (2)							(35.1)
Net investment income							275.7
Realized and unrealized investment gains							75.9
Realized and unrealized investment losses							(61.4)
Change in fair value of derivatives							26.1
Interest expense							(55.2)
Net realized and unrealized foreign exchange (losses)							(36.2)
Income before income taxes							402.6
Income tax benefit							132.1
Net income							$	534.7
Net reserves for loss and loss adjustment expenses	$	1,373.1		$	1,859.7		$	3,232.8
Ratios
Loss ratio	52.9		%	64.5		%	59.4		%
Acquisition cost ratio	18.1			11.8			14.5
General and administrative expense ratio	10.4			16.0			13.6
Expense ratio	28.5			27.8			28.1
Combined ratio	81.4		%	92.3		%	87.5		%

 _______________

(1)Corporate and other expenses includes other income/(expenses), which were previously presented separately.

(2)Non-operating expenses in the twelve months ended December 31, 2023 includes expenses in relation to consulting fees, non-recurring transformation program costs, and other non-recurring costs.

	Twelve Months Ended December 31, 2022
	Reinsurance			Insurance			Total
	( $ in millions)
Underwriting Revenues
Gross written premiums	$	1,807.0		$	2,531.7		$	4,338.7
Net written premiums	1,426.4			1,469.6			2,896.0
Gross earned premiums	1,617.2			2,370.8			3,988.0
Net earned premiums	1,251.8			1,436.9			2,688.7
Underwriting Expenses
Losses and loss adjustment expenses	770.3			909.7			1,680.0
Acquisition costs	252.4			179.4			431.8
General and administrative expenses	142.5			244.0			386.5
Underwriting income	86.6			103.8			190.4
Corporate expenses							(71.7)
Non-operating expenses (1)							(36.0)
Net investment income							188.1
Realized and unrealized investment gains							5.0
Realized and unrealized investment losses							(182.6)
Change in fair value of derivatives							(80.5)
Interest expense							(43.7)
Net realized and unrealized foreign exchange gains							15.9
Other income							8.2
Other expenses							(20.1)
(Loss) before income taxes							(27.0)
Income tax benefit							78.1
Net income							$	51.1
Net reserves for loss and loss adjustment expenses	$	1,360.7		$	1,452.5		$	2,813.2
Ratios
Loss ratio	61.5		%	63.3		%	62.5		%
Acquisition cost ratio	20.2			12.5			16.1
General and administrative expense ratio	11.4			17.0			14.4
Expense ratio	31.6			29.5			30.5
Combined ratio	93.1		%	92.8		%	93.0		%

 ________________

(1)Non-operating expenses in the twelve months ended December 31, 2022 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

	Twelve Months Ended December 31, 2021
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,597.0		$	2,341.4		$	3,938.4
Net written premiums	1,199.0			1,388.7			2,587.7
Gross earned premiums	1,479.2			2,139.1			3,618.3
Net earned premiums	1,118.8			1,291.7			2,410.5
Underwriting Expenses
Losses and loss adjustment expenses	705.2			988.1			1,693.3
Acquisition costs	221.6			192.5			414.1
General and administrative expenses	121.3			211.8			333.1
Underwriting income/(loss)	70.7			(100.7)			(30.0)
Corporate expenses							(64.3)
Non-operating expenses (1)							(20.6)
Net investment income							147.5
Realized and unrealized investment gains							56.2
Realized and unrealized investment losses							(47.4)
Change in fair value of derivatives							(35.9)
Interest expense							(14.3)
Net realized and unrealized foreign exchange gains							40.0
Other income							14.7
Other expenses							(10.8)
Income before income taxes							35.1
Income tax (expense)							(5.3)
Net income							$	29.8
Net reserves for loss and loss adjustment expenses	$	2,148.4		$	2,165.3		$	4,313.7
Ratios
Loss ratio	63.0		%	76.5		%	70.2		%
Acquisition cost ratio	19.8			14.9			17.2
General and administrative expense ratio	10.8			16.4			13.8
Expense ratio	30.6			31.3			31.0
Combined ratio	93.6		%	107.8		%	101.2		%

_______________

(1)Non-operating expenses in the twelve months ended December 31, 2021 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

Geographical Areas. The following summary presents the Company’s gross written premiums based on the location of the insured risk for the twelve months ended December 31, 2023, 2022 and 2021.

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Australia/Asia	$	177.8	$	257.5	$	275.8
Europe	179.4		194.5		140.6
United Kingdom & Ireland	532.5		485.8		393.2
United States & Canada (1)	2,472.0		2,715.7		2,301.8
Worldwide excluding United States (2)	28.8		24.2		31.5
Worldwide including United States (3)	417.2		541.7		592.2
Other (4)	159.9		119.3		203.3
Total	$	3,967.6	$	4,338.7	$	3,938.4

 ______________

(1)    “United States and Canada” comprises individual policies that insure risks specifically in the United States and/or Canada, but not elsewhere.

(2)    “Worldwide excluding the United States” consists of individual policies that insure global risks with the specific exclusion of the United States.

(3)    “Worldwide including the United States” consists of individual policies that insure global risks with the specific inclusion of the United States.

(4)    “Other” comprises individual policies that insure risk in other countries including, but not limited to, the Caribbean, South America and Middle East.

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Investments

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Investments

Investments

Income Statement

Net investment income.  The following table summarizes investment income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Fixed income securities — Available for sale	$	115.7	$	95.6	$	87.2
Fixed income securities — Trading	98.9		57.0		30.2
Short-term investments — Available for sale	5.3		0.6		0.1
Short-term investments — Trading	0.3		0.1		—
Fixed term deposits (included in cash and cash equivalents)	39.9		6.6		0.7
Catastrophe bonds — Trading	0.2		0.3		0.9
Privately-held investments — Available for sale	0.1		—		—
Privately-held investments — Trading	44.7		24.3		18.2
Other investments, at fair value (1)	(17.8)		13.9		21.9
Total	287.3		198.4		159.2
Investment expenses	(11.6)		(10.3)		(11.7)
Net investment income	$	275.7	$	188.1	$	147.5

_____________

(1)    Other investments primarily represent the Company’s investments in investment funds. The amount reported represents the change in fair value of the investments in the period.

The following table summarizes the net realized and unrealized investment gains and losses recorded in the consolidated statement of operations and the change in unrealized gains and losses on investments recorded in other comprehensive income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Available for sale:
Fixed income securities — gross realized gains	$	1.6	$	2.9	$	22.7
Fixed income securities — gross realized (losses)	(41.5)		(58.4)		(3.6)
Short-term investments — gross realized gains	0.6		1.0		2.0
Short-term investments — gross realized (losses)	(0.9)		(0.5)		(0.8)
Net change in expected credit gains/(losses)	4.8		(5.0)		(2.5)
Trading:
Fixed income securities — gross realized gains	1.0		0.2		12.2
Fixed income securities — gross realized (losses)	(3.5)		(1.8)		(2.0)
Short-term investments — gross realized gains	0.1		—		0.1
Short-term investments — gross realized (losses)	(0.3)		—		(0.3)
Privately-held investments — gross realized gains	0.8		0.7		0.6
Privately-held investments — gross realized (losses)	—		(0.1)		(13.8)
Privately-held investments — net unrealized (losses)/gains	(15.2)		(2.5)		18.1
Catastrophe bonds — net unrealized gains/(losses)	0.1		0.2		(0.8)
Fixed income securities — net unrealized gains/(losses)	65.9		(113.9)		(23.4)
Investments — equity method:
Gross realized and unrealized gains in MVI	0.2		—		0.1
Gross unrealized gains/(losses) in Multi-Line Reinsurer	0.8		(0.4)		0.2
Total net realized and unrealized investment gains/(losses) recorded in the consolidated statement of operations	$	14.5	$	(177.6)	$	8.8
Change in available for sale net unrealized gains/(losses):
Available for sale investments	$	126.2	$	(391.7)	$	(157.6)
Income tax (expense)/benefit	(20.6)		23.9		(0.3)
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income	$	105.6	$	(367.8)	$	(157.9)

Balance Sheet

Fixed Income Securities, Short-Term Investments and Privately-Held Investments — Available For Sale.  The following tables present the cost or amortized cost, gross unrealized gains and losses and estimated fair market value of available for sale investments in fixed income securities, short-term investments and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses (1)		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,224.9	$	4.4	$	(26.7)	$	—	$	1,202.6
U.S. agency	7.5		—		(0.3)		—		7.2
Municipal	133.6		—		(5.0)		(0.5)		128.1
Corporate	2,051.1		12.1		(101.5)		(2.4)		1,959.3
Non-U.S. government-backed corporate	106.5		0.1		(5.9)		—		100.7
Non-U.S. government	279.9		0.6		(6.7)		—		273.8
Agency commercial mortgage-backed	6.6		—		(0.8)		—		5.8
Agency residential mortgage-backed	519.9		0.1		(74.9)		—		445.1
Total fixed income securities — Available for sale	4,330.0		17.3		(221.8)		(2.9)		4,122.6
Short-term investments — Available for sale	93.6		—		—		—		93.6
Privately-held investments — Available for sale
Asset-backed securities	14.7		0.2		—		—		14.9
Total Investments — Available for sale	$	4,438.3	$	17.5	$	(221.8)	$	(2.9)	$	4,231.1

_____________

(1)    For more information on the allowance for expected credit losses, refer to Note 25, “Allowance for Expected Credit Losses”.

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,003.7	$	—	$	(50.7)	$	—	$	953.0
U.S. agency	9.2		—		(0.4)		—		8.8
Municipal	159.9		—		(9.4)		(1.0)		149.5
Corporate	2,016.9		3.5		(169.1)		(6.3)		1,845.0
Non-U.S. government-backed corporate	119.4		—		(8.8)		(0.2)		110.4
Non-U.S. government	225.2		0.1		(11.5)		(0.2)		213.6
Non-agency commercial mortgage-backed	6.6		—		(1.0)		—		5.6
Agency mortgage-backed	590.4		—		(87.7)		—		502.7
Total fixed income securities — Available for sale	4,131.3		3.6		(338.6)		(7.7)		3,788.6
Short-term investments — Available for sale	52.4		—		(0.4)		—		52.0
Total Investments — Available for sale	$	4,183.7	$	3.6	$	(339.0)	$	(7.7)	$	3,840.6

Fixed Income Securities, Short-Term Investments, Equities, Catastrophe Bonds and Privately-Held Investments — Trading.  The following tables present the cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of trading investments in fixed income securities, short-term investments, catastrophe bonds and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	248.7	$	0.5	$	(3.7)	$	245.5
Municipal	3.3		—		(0.2)		3.1
Corporate	178.8		0.7		(8.0)		171.5
High yield loans	90.8		1.3		—		92.1
Non-U.S. government-backed corporate	8.6		—		(0.3)		8.3
Non-U.S. government	35.8		0.1		(1.1)		34.8
Asset-backed	936.0		2.1		(29.9)		908.2
Agency mortgage-backed	25.0		—		(2.8)		22.2
Total fixed income securities — Trading	1,527.0		4.7		(46.0)		1,485.7
Short-term investments — Trading	2.1		—		—		2.1
Catastrophe bonds — Trading	1.6		—		—		1.6
Privately-held investments — Trading
Commercial mortgage loans	293.2		1.0		(19.3)		274.9
Middle market loans and other private debt	85.9		—		(1.1)		84.8
Asset-backed securities	83.1		0.4		(0.6)		82.9
Global corporate securities	14.7		—		(0.3)		14.4
Short-term investments	18.0		—		—		18.0
Total privately-held investments — Trading	494.9		1.4		(21.3)		475.0
Total Investments — Trading	$	2,025.6	$	6.1	$	(67.3)	$	1,964.4

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	267.9	$	—	$	(6.3)	$	261.6
Municipal	3.9		—		(0.3)		3.6
Corporate	175.3		0.3		(13.5)		162.1
High yield loans	90.2		0.2		(2.1)		88.3
Non-U.S. government-backed corporate	12.2		—		(0.6)		11.6
Non-U.S. government	32.2		—		(1.8)		30.4
Asset-backed	970.3		0.2		(74.0)		896.5
Agency mortgage-backed	24.7		—		(3.3)		21.4
Total fixed income securities — Trading	1,576.7		0.7		(101.9)		1,475.5
Short-term investments — Trading	6.3		—		—		6.3
Catastrophe bonds — Trading	5.1		—		(2.2)		2.9
Privately-held investments — Trading
Commercial mortgage loans	312.6		0.6		(1.1)		312.1
Middle market loans and other private debt	109.0		—		(2.1)		106.9
Asset-backed securities	68.8		—		(2.0)		66.8
Global corporate securities	15.1		—		(0.1)		15.0
Equity securities	6.6		—		—		6.6
Short-term investments	25.6		—		—		25.6
Total privately-held investments — Trading	537.7		0.6		(5.3)		533.0
Total Investments — Trading	$	2,125.8	$	1.3	$	(109.4)	$	2,017.7

Catastrophe bonds. The Company has invested in catastrophe bonds with a total value of $1.6 million as at December 31, 2023 (December 31, 2022 — $2.9 million). The bonds are either zero-coupon notes or receive quarterly interest payments based on variable interest rates with scheduled maturities ranging from 2024 to 2026. The redemption value of the bonds will adjust based on the occurrence or aggregate occurrence of a covered event, such as windstorms and earthquakes in the United States, Canada, the North Atlantic, South America, Europe, Japan or Australia.

Privately-held investments. The Company has invested in privately-held investments, which primarily include commercial mortgage loans of $274.9 million and middle market loans and other private debt of $84.8 million as at December 31, 2023 (December 31, 2022 — commercial mortgage loans of $312.1 million; middle market loans and other private debt of $106.9 million). Privately-held investments also includes investments in asset-backed securities, global corporate securities, and other short term investments.

Commercial Mortgage Loans. The commercial mortgage loans are related to investments in properties including apartments, hotels, office and retail buildings, other commercial properties and industrial properties. The commercial mortgage loan portfolio is diversified by property type, geographic region and issuer to reduce risks. As part of our investment process, we evaluate factors such as size, property type, and security to determine that properties are performing at a consistent and acceptable level to secure the related debt. 

Middle Market Loans and Other Private Debt. The middle market loans are investments in senior secured loan positions with full covenants, focused on the middle market in both U.S., Europe and the Caribbean. The other private debt consists of debt securities issued to private investment funds. The middle market loan and other private debt portfolio is diversified by industry type, geographic region and issuer to reduce risks. As part of our investment process, we evaluate factors such as size, industry and security to determine that loans are performing at a consistent and acceptable level to secure the related debt.

Asset-backed securities. Asset-backed securities represent interests in underlying pools of diversified referenced assets that are collateralized and backed by future cash flows and these securities are performing.

Global corporate securities. The global corporates portfolio consists of debt securities with a non-U.S. debt issuer.

Investments — Equity Method. In January 2015, the Company, along with seven other insurance companies, established a micro-insurance venture consortium and micro-insurance incubator (“MVI”) domiciled in Bermuda. The MVI is a social impact organization that provides micro-insurance products to assist global emerging consumers. In March 2021, the Company committed an additional $0.8 million equity contribution to MVI over a 2 year period and paid $0.4 million in the period ending December 31, 2022.

On January 1, 2017, the Company purchased through its wholly-owned subsidiary, Aspen U.S. Holdings, Inc. (“Aspen U.S. Holdings”), a 49% share of Digital Risk Resources, LLC (“Digital Re”), a U.S.-based enterprise engaged in the business of developing, marketing and servicing turnkey information security and privacy liability insurance products for a total consideration of $2.3 million. The investment is accounted for under the equity method and adjustments to the carrying value of this investment are made based on the Company’s share of capital, including share of income and expenses.

On December 23, 2019, the Company committed $5.0 million as an equity investment in the holding company of a multi-line reinsurer. The strategy for the multi-line reinsurer is to combine a diversified reinsurance business, focused primarily on long-tailed lines of property and casualty business and, potentially to a lesser extent, life business, with a diversified investment strategy. During the period ending December 31, 2023, $0.4 million (December 31, 2022 — $1.6 million) of capital was invested in the multi-line reinsurer.

The table below shows the Company’s investments in MVI, Multi-Line Reinsurer and Digital Re for the twelve months ended December 31, 2023 and 2022:

	MVI		Multi-Line Reinsurer		Digital Re		Total
	($ in millions)
Opening undistributed value of investment as at January 1, 2023	$	0.8	$	5.2	$	0.2	$	6.2
Investment in the period	—		0.4		—		0.4
Distribution received	—		—		—		—
Unrealized gain for the twelve months to December 31, 2023	0.2		0.8		—		1.0
Closing value of investment as at December 31, 2023	1.0		6.4		0.2		7.6
Opening undistributed value of investment as at January 1, 2022	$	0.5	$	3.2	$	0.2	$	3.9
Investment in the period	0.4		1.6		—		2.0
Distribution received	—		—		—		—
Unrealized (loss)/gain for the twelve months to December 31, 2022	(0.1)		0.4		—		0.3
Closing value of investments at December 31, 2022	$	0.8	$	5.2	$	0.2	$	6.2

Other Investments. On December 20, 2017, the Company committed to, and during 2018 invested $100.0 million as a limited partner to a real estate fund, classified as other investments. As at December 31, 2023, the current fair value of the fund is $117.1 million (2022 — $134.6 million).

During 2020, the Company committed $10.5 million as a limited partner to a related party managed lending fund. The partnership was established to provide direct lending to large corporate borrowers. On April 1, 2021, the Company committed an additional $2.8 million to the fund. As at December 31, 2023, the current fair value of the fund is $15.9 million (2022 — $12.7 million) and the unfunded commitment is $1.1 million.

On April 1, 2021, the Company established pledge accounts with its custodian bank for the ability to obtain liquidity and funding services provided by a U.S. co-operative bank, which provides liquidity and funding to its insurance member institutions. As at December 31, 2023, the fair value of the Company’s member shares in the bank is $1.7 million (2022 — $1.3 million).

On September 30, 2021, the Company committed $20.0 million as a limited partner to a third-party managed real estate fund. The Partnership was established to make equity and equity related investments in multifamily and other commercial real estate properties located in the United States and its territories, with the goal of generating superior risk-adjusted returns. The Partnership seeks to acquire commercial real estate assets including real estate assets (or interests therein) that may have management or operational problems and require improvements or lack sufficient capital, including mortgage loans and development or redevelopment properties. On April 1, 2022, the Company committed an additional $10.0 million to the fund. As at December 31, 2023, the current fair value of the fund is $39.8 million (2022 — $40.6 million) and the unfunded commitment is $2.2 million.

On April 1, 2022, the Company committed $30.0 million as a limited partner to a related party managed real estate fund. The Partnership was established to pursue investment opportunities to acquire, recapitalize, restructure and reposition real estate assets, portfolios and companies primarily in the United States. As at December 31, 2023, the current fair value of the fund is $23.9 million (2022 — $25.3 million)and the unfunded commitment is $4.1 million.

On May 5, 2022, the Company committed $15.0 million as a limited partner to a third-party managed infrastructure fund. The Partnership was established to make investments in value added infrastructure investments in environmental services, transportation, communications and digital, energy/energy transition and other infrastructure sectors primarily in North America. As at December 31, 2023, the current fair value of the fund is $10.8 million (2022 — $8.2 million) and the unfunded commitment is $4.0 million.

On August 31, 2023, the Company committed £7.0 million as a limited partner to a third-party managed debt fund. The fund will focus on three core sectors - health and social care, affordable housing, and social infrastructure. The fund will invest across the U.K., focusing on areas of poverty and deprivation. The fund provides fixed-rate loans typically backed by property assets. Borrowers will be established, socially impactful organizations, with a history of profitable revenue generation. As at December 31, 2023, the current fair value of the fund is $0.1 million (2022 — $Nil) and the unfunded commitment is £6.9 million.

As at December 31, 2023, the aggregate current fair value of the investment funds described above is $209.3 million (2022 — $221.3 million).

For further information on the investment funds, refer to Note 21(a) in these consolidated financial statements, “Commitments and Contingent Liabilities.”

Fixed Income Securities, Short-Term Investments and Privately-Held Investments — Available for sale.  The scheduled maturity distribution of the Company’s available for sale securities as at December 31, 2023 and December 31, 2022 is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

	As at December 31, 2023
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	512.0	$	505.8
Due after one year through five years	2,889.0		2,818.9
Due after five years through ten years	495.1		440.3
Due after ten years	15.7		15.2
	3,911.8		3,780.2
Agency commercial mortgage-backed	6.6		5.8
Agency residential mortgage-backed	519.9		445.1
Total Investments — Available for sale	$	4,438.3	$	4,231.1

	At December 31, 2022
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	231.5	$	228.0
Due after one year through five years	2,526.9		2,385.7
Due after five years through ten years	815.1		707.7
Due after ten years	13.2		10.9
	3,586.7		3,332.3
Non-agency commercial mortgage-backed	6.6		5.6
Agency mortgage-backed	590.4		502.7
Total Investments — Available for sale	$	4,183.7	$	3,840.6

Guaranteed Investments. As at December 31, 2023 and December 31, 2022, the Company held no investments which are guaranteed by mono-line insurers, excluding those with explicit government guarantees. The Company’s exposure to other third-party guaranteed debt is primarily to investments backed by non-U.S. government guaranteed issuers.

Gross unrealized losses, available for sale. The following tables summarize, by type of security, the aggregate fair value and gross unrealized loss by length of time the security has been in an unrealized loss position for the Company’s available for sale portfolio as at December 31, 2023 and December 31, 2022:

	December 31, 2023
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	105.5	$	(0.5)	$	673.3	$	(26.2)	$	778.8	$	(26.7)	74
U.S. agency	—		—		7.2		(0.3)		7.2		(0.3)		1
Municipal	11.1		(1.0)		117.0		(4.0)		128.1		(5.0)		54
Corporate	46.7		(0.4)		1,287.2		(101.1)		1,333.9		(101.5)		558
Non-U.S. government-backed corporate	0.2		—		95.5		(5.9)		95.7		(5.9)		12
Non-U.S. government	32.9		(0.2)		180.1		(6.5)		213.0		(6.7)		53
Agency commercial mortgage-backed	—		—		5.8		(0.8)		5.8		(0.8)		1
Agency residential mortgage-backed	0.1		—		435.9		(74.9)		436.0		(74.9)		197
Total	$	196.5	$	(2.1)	$	2,802.0	$	(219.7)	$	2,998.5	$	(221.8)	950

	December 31, 2022
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	741.1	$	(30.6)	$	203.4	$	(20.1)	$	944.5	$	(50.7)	118
U.S. agency	7.1		(0.4)		1.7		—		8.8		(0.4)		5
Municipal	133.1		(7.1)		16.4		(2.3)		149.5		(9.4)		59
Corporate	1,104.7		(77.6)		568.2		(91.5)		1,672.9		(169.1)		701
Non-U.S. government-backed corporate	11.3		(0.5)		99.0		(8.3)		110.3		(8.8)		16
Non-U.S. government	63.8		(2.9)		135.9		(8.6)		199.7		(11.5)		45
Non-agency commercial mortgage-backed securities	5.6		(1.0)		—		—		5.6		(1.0)		1
Agency mortgage-backed	202.8		(24.9)		299.1		(62.8)		501.9		(87.7)		220
Total fixed income securities — Available for sale	2,269.5		(145.0)		1,323.7		(193.6)		3,593.2		(338.6)		1,165
Total short-term investments — Available for sale	51.9		(0.4)		—		—		51.9		(0.4)		1
Total	$	2,321.4	$	(145.4)	$	1,323.7	$	(193.6)	$	3,645.1	$	(339.0)	1,166

At December 31, 2023, 950 available for sale securities were in an unrealized loss position of $221.8 million, of which $1.2 million was related to securities below investment grade or not rated.

The unrealized losses of $221.8 million were due to non-credit factors and are expected to be recovered as the related securities approach maturity. The Company does not intend to sell the securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Variable Interest Entities

Variable Interest Entities

As at December 31, 2023, the Company held an investment in one (December 31, 2022 — one) variable interest entity (“VIE”), namely Peregrine Reinsurance Ltd (“Peregrine”).

Peregrine. In November 2016, Peregrine, a subsidiary of the Company, was registered as a segregated accounts company under the Segregated Accounts Companies Act 2000, as amended. As at December 31, 2023, Peregrine had six segregated accounts which were funded by third-party investors, which are not consolidated, and two segregated accounts which are funded by Aspen and are consolidated within the financial statements.

The Company has determined that Peregrine has the characteristics of a VIE as addressed by the guidance in ASC 810, Consolidation. The six segregated accounts have not been consolidated as part of the Company’s consolidated financial statements because the Company is not the primary beneficiary of those accounts. The Company has, however, concluded that it is the primary beneficiary of the Peregrine general fund and, similar to prior reporting periods, the results of the Peregrine general fund are included in the Company’s consolidated financial statements. 

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Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company’s estimates of fair value for financial assets and liabilities are based on the framework established in the fair value accounting guidance included in ASC Topic 820, “Fair Value Measurements and Disclosures.” The framework prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or liability, into three levels.

The Company considers prices for actively traded securities to be derived based on quoted prices in an active market for identical assets, which are Level 1 inputs in the fair value hierarchy. The majority of these securities are valued using prices supplied by pricing services.

The Company considers prices for other securities that may not be as actively traded which are priced via pricing services, vendors and broker-dealers, or with reference to interest rates and yield curves, to be derived based on inputs that are observable for the asset, either directly or indirectly, which are Level 2 inputs in the fair value hierarchy. The majority of these securities are also valued using prices supplied by pricing services.

The Company considers securities, other financial instruments, privately-held investments and derivative insurance contracts subject to fair value measurement whose valuation is derived by internal valuation models to be based largely on unobservable inputs, which are Level 3 inputs in the fair value hierarchy.

The following tables present the level within the fair value hierarchy at which the Company’s financial assets and liabilities are measured on a recurring basis as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	1,202.6	$	—	$	—	$	1,202.6
U.S. agency	—		7.2		—		7.2
Municipal	—		128.1		—		128.1
Corporate	—		1,959.3		—		1,959.3
Non-U.S. government-backed corporate	—		100.7		—		100.7
Non-U.S. government	200.4		73.4		—		273.8
Agency commercial mortgage-backed	—		5.8		—		5.8
Agency residential mortgage-backed	—		445.1		—		445.1
Total fixed income securities available for sale, at fair value	1,403.0		2,719.6		—		4,122.6
Short-term investments available for sale, at fair value	86.7		6.9		—		93.6
Privately-held investments available for sale, at fair value	—		—		14.9		14.9
Held for trading financial assets, at fair value
U.S. government	245.5		—		—		245.5
Municipal	—		3.1		—		3.1
Corporate	—		171.5		—		171.5
Non-U.S. government-backed corporate	—		8.3		—		8.3
High yield loans	—		92.1		—		92.1
Non-U.S. government	13.0		21.8		—		34.8
Asset-backed	—		908.2		—		908.2
Agency mortgage-backed	—		22.2		—		22.2
Total fixed income securities trading, at fair value	258.5		1,227.2		—		1,485.7
Short-term investments trading, at fair value	0.2		1.9		—		2.1
Catastrophe bonds trading, at fair value	—		1.6		—		1.6
Privately-held investments trading, at fair value	—		—		475.0		475.0
Other investments (1)	—		—		—		209.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		31.7		—		31.7
Derivative liabilities — foreign exchange contracts	—		(9.3)		—		(9.3)
Derivative liabilities — loss portfolio transfer(2)	—				(16.5)		(16.5)
Total	1,748.4		3,979.6		473.4		6,410.7

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

	At December 31, 2022
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	953.0	$	—	$	—	$	953.0
U.S. agency	—		8.8		—		8.8
Municipal	—		149.5		—		149.5
Corporate	—		1,845.0		—		1,845.0
Non-U.S. government-backed corporate	—		110.4		—		110.4
Non-U.S. government	145.3		68.3		—		213.6
Non-agency commercial mortgage-backed	—		5.6		—		5.6
Agency mortgage-backed	—		502.7		—		502.7
Total fixed income securities available for sale, at fair value	1,098.3		2,690.3		—		3,788.6
Short-term investments available for sale, at fair value	51.9		0.1		—		52.0
Held for trading financial assets, at fair value
U.S. government	261.6		—		—		261.6
Municipal	—		3.6		—		3.6
Corporate	—		162.1		—		162.1
Non-U.S. government-backed corporate	—		11.6		—		11.6
High yield loans	—		88.3		—		88.3
Non-U.S. government	10.6		19.8		—		30.4
Asset-backed	—		896.5		—		896.5
Agency mortgage-backed	—		21.4		—		21.4
Total fixed income securities trading, at fair value	272.2		1,203.3		—		1,475.5
Short-term investments trading, at fair value	6.3		—		—		6.3
Catastrophe bonds trading, at fair value	—		2.9		—		2.9
Privately-held investments	—		—		533.0		533.0
Other investments (1)	—		—		—		221.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		56.2		—		56.2
Derivative liabilities — foreign exchange contracts	—		(3.2)		—		(3.2)
Derivative liabilities — loss portfolio transfer(2)	—		—		(31.7)		(31.7)
Total	$	1,428.7	$	3,949.6	$	501.3	$	6,100.9

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

Transfers of assets into or out of a particular level are recorded at their fair values as of the end of each reporting period consistent with the date of the determination of fair value. During the twelve months ended December 31, 2023, $12.1 million was transferred out of Level 3 and $5.3 million transferred into Level 3 (December 31, 2022 —$Nil was transferred in or out of Level 3). The transfers out of Level 3, and into Level 2, was due to the availability of observable market inputs.

The following table presents a reconciliation of the beginning and ending balances for all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the twelve months ended December 31, 2023 and December 31, 2022:

Twelve Months Ended December 31, 2023	Balance at beginning of year		Purchases and issuances		Transfers in		Transfers (out)		Settlements and sales		Increase/(decrease) in fair value included in net income(1) / OCI (2)		Balance at end of year		Change in unrealized gains (losses) relating to assets held at end of year (1) (2)
Assets
Privately-held investments — available for sale
Asset-backed securities	$	—	$	14.7	$	—	$	—	$	—	$	0.2	$	14.9	$	0.2
Privately-held investments — trading
Commercial mortgage loans	$	312.1	$	40.6	$	—	$	—	$	(61.5)	$	(16.3)	$	274.9	$	(17.9)
Middle market loans and other private debt	106.9		18.3		—		—		(41.9)		1.5		84.8		0.5
Asset-backed securities	66.8		21.9		5.3		(5.5)		(7.6)		2.0		82.9		1.7
Global corporate securities	15.0		—		—		—		(0.4)		(0.2)		14.4		(0.2)
Equity securities	6.6		—		—		(6.6)		—		—		—		—
Short-term investments	25.6		18.2		—		—		(25.8)		—		18.0		—
Total Level 3 assets	$	533.0	$	113.7	$	5.3	$	(12.1)	$	(137.2)	$	(12.8)	$	489.9	$	(15.7)
Liabilities
Derivative liabilities — loss portfolio transfer	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Total Level 3 liabilities	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Twelve Months Ended December 31, 2022
Assets
Privately-held investments — trading
Commercial mortgage loans	$	211.5	$	215.7	$	—	$	—	$	(113.1)	$	(2.0)	$	312.1	$	(0.5)
Middle market loans and other private debt	65.3		61.8		—		—		(19.3)		(0.9)		106.9		(2.1)
Asset-backed securities	26.7		54.5		—		—		(12.6)		(1.8)		66.8		(2.0)
Global corporate securities	—		15.1		—		—		—		(0.1)		15.0		—
Equity securities	3.6		5.5		—		—		(2.4)		(0.1)		6.6		—
Short-term investments	—		25.6		—		—		—		—		25.6		—
Total Level 3 assets	$	307.1	$	378.2	$	—	$	—	$	(147.4)	$	(4.9)	$	533.0	$	(4.6)
Liabilities
Derivative liabilities — loss portfolio transfer	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—
Total Level 3 liabilities	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—

______________

(1) Increases/(decreases) in the fair value of privately-held investments - trading are included in realized and unrealized investment losses in the consolidated statements of operations and other comprehensive (loss). Increases/(decreases) in the fair value of derivative liabilities - loss portfolio transfer are included within change in fair value of derivatives in the consolidated statements of operations and other comprehensive (loss).

(2) Increases/(decreases) in the fair value of privately-held investments - available for sale are included in other comprehensive income (“OCI”).

Valuation of Fixed Income Securities.  The Company’s fixed income securities are classified as either available for sale or trading and are reported at fair value. As at December 31, 2023 and December 31, 2022, the Company’s fixed income securities were valued by pricing services or broker-dealers using standard market conventions. The market conventions utilize market quotations, market transactions in comparable instruments and various relationships between instruments including, but not limited to, yield to maturity, dollar prices and spread prices in determining value.

Independent Pricing Services. The underlying methodology used to determine the fair value of securities in the Company’s available for sale and trading portfolios is by the pricing services. Pricing services will gather observable pricing inputs from multiple external sources, including buy and sell-side contacts and broker-dealers, in order to develop their internal prices.

Pricing services provide pricing for less complex, liquid securities based on market quotations in active markets. Pricing services supply prices for a broad range of securities including those for actively traded securities, such as Treasury and other Government securities, in addition to those that trade less frequently or where valuation includes reference to credit spreads, pay down and pre-pay features and other observable inputs. These securities include Government agency, municipals, corporate and asset-backed securities.

For securities that may trade less frequently or do not trade on a listed exchange, these pricing services may use matrix pricing consisting of observable market inputs to estimate the fair value of a security. These observable market inputs include reported trades, benchmark yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic factors. Additionally, pricing services may use a valuation model such as an option adjusted spread model commonly used for estimating fair values of mortgage-backed and asset-backed securities. The Company does not derive dollar prices using an index as a pricing input for any individual security.

Broker-Dealers. The Company obtains quotes from broker-dealers who are active in the corresponding markets when prices are unavailable from independent pricing services or index providers. Generally, broker-dealers value securities through their trading desks based on observable market inputs. Their pricing methodologies include mapping securities based on trade data, bids or offers, observed spreads and performance of newly issued securities. They may also establish pricing through observing secondary trading of similar securities. Quotes from broker-dealers are non-binding.

The Company obtains prices for all of its fixed income investment securities via its third-party accounting service provider, and in the majority of cases receiving a number of quotes so as to obtain the most comprehensive information available to determine a security’s fair value. A single valuation is applied to each security based on the vendor hierarchy maintained by the Company’s third-party accounting service provider.

As at December 31, 2023, the Company obtained an average of 2.9 quotes per fixed income investment compared to 2.9 quotes at December 31, 2022.

The Company, in conjunction with its third-party accounting service provider, obtains an understanding of the methods, models and inputs used by the third-party pricing service and index providers to assess the ongoing appropriateness of vendors’ prices. The Company and its third-party accounting service provider also have controls in place to validate that amounts provided represent fair values. Processes to validate and review pricing include, but are not limited to:

•quantitative analysis (e.g., comparing the quarterly return for each managed portfolio to its target benchmark, with significant differences identified and investigated);

•comparison of market values obtained from pricing services and broker-dealers against alternative price sources for each security where further investigation is completed when significant differences exist for pricing of individual securities between pricing sources;

•initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and

•comparison of the fair value estimates to the Company’s knowledge of the current market.

Prices obtained from pricing services and broker-dealers are not adjusted by us; however, prices provided by a pricing service, or broker-dealer in certain instances may be challenged based on market or information available from internal sources, including those available to the Company’s third-party investment accounting service provider. Subsequent to any challenge,

revisions made by the pricing service or broker-dealer to the quotes are supplied to the Company’s investment accounting service provider.

Management reviews the vendor hierarchy maintained by the Company’s third-party accounting service provider in order to determine which price source provides the most appropriate fair value (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 level assigned to each security in the Company’s available for sale and trading portfolios is based upon its assessment of the transparency and reliability of the inputs used in the valuation as of the measurement date. The hierarchy of pricing services is determined using various qualitative and quantitative points arising from reviews of the vendors conducted by the Company’s third-party accounting service provider. Vendor reviews include annual due diligence meetings with index providers and pricing services vendors covering valuation methodology, operational walkthroughs and legal and compliance updates.

Fixed Income Securities. Fixed income securities are traded on the over-the-counter (“OTC”) market based on prices provided by one or more market makers in each security. Securities such as U.S. Government, U.S. Agency, Non-U.S. Government and investment grade corporate bonds have multiple market makers in addition to readily observable market value indicators such as expected credit spread, except for Treasury securities, over the yield curve. The Company uses a variety of pricing sources to value fixed income securities including those securities that have pay down/prepay features such as mortgage-backed securities and asset-backed securities in order to ensure fair and accurate pricing. The fair value estimates for the investment grade securities in the Company’s portfolio do not use significant unobservable inputs or modeling techniques.

U.S. Government and Agency Securities. U.S. government and agency securities consist primarily of bonds issued by the U.S. Treasury and corporate debt issued by agencies such as the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal Home Loan Bank. As the fair values of U.S. Treasury securities are based on unadjusted market prices in active markets, they are classified within Level 1. The fair values of U.S. government agency securities are priced 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.

Municipal Securities. The Company’s municipal portfolio consist of bonds issued by U.S. domiciled state and municipality entities. The fair value of these securities is determined using spreads obtained from broker-dealers, trade prices and the new issue market which are Level 2 inputs in the fair value hierarchy. Consequently, these securities are classified within Level 2.

Non-U.S. Government. The issuers for securities in this category are non-U.S. governments and their agents including, but not limited to, the U.K., Australia, Canada, France and Germany. The fair values of certain non-U.S. government bonds, primarily sourced from international indices, are based on unadjusted market prices in active markets and are therefore classified within Level 1. The remaining non-U.S. government bonds are classified within Level 2 as they are not actively traded. The fair values of the non-U.S. agency securities, again primarily sourced from international indices, are priced 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 non-U.S. agency securities are classified within Level 2. In addition, foreign government securities include a portion of the Emerging Market Debt (“EMD”) portfolio which is also classified within Level 2.

Corporate. Corporate securities consist primarily of short-term, medium-term and long-term debt issued by U.S. and foreign corporations covering a variety of industries and are generally priced by index providers and pricing vendors. Some issuers may participate in government programs which guarantee timely payment of principal and interest in the event of a default. The fair values of these securities are generally determined using the spread above the risk-free yield curve. Inputs used in the evaluation of these securities include credit data, interest rate data, market observations and sector news, broker-dealer quotes and trade volumes. In addition, corporate securities include a portion of the EMD portfolio. The Company classifies these securities within Level 2.

Mortgage-backed Securities. Residential and commercial mortgage-backed securities consist of bonds issued by the Government National Mortgage Association, the FNMA and the FHLMC. The fair values of these securities are determined through the use of a pricing model (including Option Adjusted Spread) which uses prepayment speeds and spreads to determine the appropriate average life of the mortgage-backed security. These spreads are generally obtained from broker-dealers, trade prices and the new issue market. As the significant inputs used to price mortgage-backed securities are observable market inputs, these securities are classified within Level 2.

Asset-backed securities. Asset-backed securities are securities backed by notes or receivables against assets other than real estate. The underlying collateral for the Company’s asset-backed securities consists mainly of student loans, automobile loans and credit card receivables. These securities are primarily priced by index providers and pricing vendors. Inputs to the valuation process include broker-dealer quotes and other available trade information, prepayment speeds, interest rate data and credit spreads. The Company classifies these securities within Level 2.

Short-term investments.  Short-term investments consist of highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase. Short-term investments are classified as either trading or available for sale according to the facts and circumstances of the investment held. Short-term investments are valued in a manner similar to the Company’s fixed maturity investments and are classified within Levels 1 and 2.

Privately-Held Investments. Privately-held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models. These models include inputs that are specific to each investment. The inputs used in the fair value measurements include dividend or interest rates and appropriate discount rates. The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these securities. A significant increase (decrease) in this input in isolation could result in significantly lower (higher) fair value measurement for privately-held investments. In order to assess the reasonableness of the inputs the Company uses in the discounted cash flow models, the Company maintains an understanding of current market conditions, issuer specific information that may impact future cash flows as well as collaboration with independent vendors for most securities to assess the reasonableness of the discount rate being used.

Commercial mortgage loans. Commercial mortgage loans consists of investments in properties including apartments, hotels, office and retail buildings, other commercial properties and industrial properties. The commercial mortgage loan portfolio is diversified by property type, geographic region and issuer to reduce risks. Commercial Mortgage Loans are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Middle market loans and other private debt. The middle market loans consist of investments in senior secured loan positions with full covenants, focused on the middle market in both U.S., Europe and the Caribbean. The other private debt consists of debt securities issued to private investment funds. The middle market loan and other private debt portfolio is diversified by industry type, geographic region and issuer to reduce risks. Middle market loans and other private debt are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Asset-backed securities. Asset-backed securities represent interests in underlying pools of diversified referenced assets that are collateralized and backed by future cash flows and these securities are performing. Asset-backed securities are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

Global corporate securities. The global corporates portfolio consists of debt securities with a non-U.S. debt issuer. The fair value of these securities are determined by using discounted cash flow models and are classified as Level 3.

Short term investments - privately-held. Short-term investments which are classified as privately-held consist of debt securities with a maturity greater than three months but less than one year from the debt of purchase. Short-term investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are determined using discounted cash flow models and are classified as Level 3.

The following table summarizes the quantitative inputs and assumptions used for financial assets and liabilities investments categorized as Level 3 under the fair value hierarchy as at December 31, 2023:

At December 31, 2023		Fair Value Level 3		Valuation Techniques	Unobservable (U) inputs	Ranges			Weighted Average
	($ in millions)
Privately-held investments — Trading
Commercial mortgage loans		$	274.9	Discounted cash flow	Discount rate	3.8%	—	20.0%	7.7%
Middle market loans and other private debt		84.8		Discounted cash flow	Discount rate	7.7%		18.5%	11.0%
Asset-backed securities		82.9		Discounted cash flow	Discount rate	5.9%	—	9.7%	7.0%
Global corporate securities		14.4		Discounted cash flow	Discount rate	6.6%	—	6.6%	6.6%
Short-term investments		18.0		Discounted cash flow	Discount rate	9.3%		18.5%	9.3%
Privately-held investments — Available for sale
Asset-backed securities		14.9		Transaction value	n/a	n/a		n/a	n/a
Total		$	489.9

Catastrophe Bonds. Catastrophe bonds are variable rate fixed income instruments with redemption values adjusted based on the occurrence of a covered event, usually windstorms and earthquakes. Catastrophe bonds are classified as trading and reported at fair value. Catastrophe bonds are priced using an average of multiple broker-dealer quotes and as such, are considered Level 2. 

Foreign Exchange Contracts.  The foreign exchange contracts which the Company uses to mitigate currency risk are characterized as OTC due to their customized nature and the fact that they do not trade on a major exchange. These instruments trade in a very deep liquid market, providing substantial price transparency and accordingly are classified as Level 2.

Derivative Liabilities - Loss Portfolio Transfer. The LPT embedded derivative is valued using the Black-Scholes model. The two primary inputs of this model are expected claim settlement patterns and expected return of the investment portfolio above a fixed minimum rate over the specified time horizon. The expected claim settlement pattern is determined on an actuarial basis for the cohort of business within scope of the LPT and is consistent with the patterns used in the valuation of technical provisions. The expected return of the investment portfolio, above a fixed minimum rate, directly impacts on the LPT derivative valuation and is subject to changes in the market conditions. In order to assess the reasonableness of the inputs, the Company updates the expected claim settlement patterns on a regular basis while maintaining an understanding of the current market conditions.

Other Investments. The Company’s other investments represent primarily our investments in investment funds operating strategies across real estate, infrastructure and direct lending. Adjustments to the fair values are made based on the net asset value of the investments. The net valuation criteria established by the manager of such investments are established in accordance with the governing documents and the asset manager’s valuation guidelines, which include: the discounted cash flows method and the performance multiple approach, which uses a multiple derived from market data of comparable companies or assets to produce operating performance metrics. Alternative valuation methodologies may be employed for investments with unusual characteristics.

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Reinsurance

12 Months Ended

Dec. 31, 2023

Reinsurance Disclosures [Abstract]

Reinsurance

Reinsurance

The Company purchases retrocession and reinsurance to limit and diversify the Company’s risk exposure and to increase its own insurance and reinsurance underwriting capacity. These agreements provide for recovery of losses and loss adjustment expenses from reinsurers. The Company remains liable to the extent that reinsurers do not meet their obligations under these agreements. In line with its risk management objectives, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk.

Balances pertaining to reinsurance transactions are reported “gross” on the consolidated balance sheet, meaning that reinsurance recoverable on unpaid losses and ceded unearned premiums are not deducted from insurance reserves but are recorded as assets. For more information on reinsurance recoverables, refer to Note 22, “Concentrations of Credit Risk —

Reinsurance recoverables” and Note 10, “Reserve for Losses and Loss Adjustment Expenses” of these consolidated financial statements.

The effect of assumed and ceded reinsurance on premiums written, premiums earned and losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021 was as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Premiums written:
Insurance	$	2,446.6	$	2,531.7	$	2,341.4
Reinsurance	1,521.0		1,807.0		1,597.0
Ceded	(1,385.7)		(1,442.7)		(1,350.7)
Net written premiums	$	2,581.9	$	2,896.0	$	2,587.7
Premiums earned:
Insurance	$	2,444.8	$	2,370.8	$	2,139.1
Reinsurance	1,562.0		1,617.2		1,479.2
Ceded	(1,392.3)		(1,299.3)		(1,207.8)
Net earned premiums	$	2,614.5	$	2,688.7	$	2,410.5
Losses and loss adjustment expenses:
Insurance	$	1,644.5	$	1,574.2	$	1,499.8
Reinsurance	707.2		939.5		1,000.6
Ceded	(798.7)		(833.7)		(807.1)
Losses and loss adjustment expenses	$	1,553.0	$	1,680.0	$	1,693.3

Current expected credit loss model (“CECL”). As at December 31, 2023, the Company’s allowance for expected credit losses was $3.7 million (2022 — $3.7 million). For the twelve months ended December 31, 2023 there was no change in the CECL allowance on reinsurance recoverables (2022 — $0.4 million increase, 2021 — $0.5 million decrease).

The Company is potentially exposed to concentrations of credit risk in respect of amounts recoverable from reinsurers, refer to Note 22, “Concentrations of Credit Risk — Reinsurance recoverables” of these consolidated financial statements for more detail.

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Derivative Contracts

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Contracts

Derivative Contracts

The following table summarizes information on the location and amounts of derivative fair values on the consolidated balance sheet as at December 31, 2023 and 2022:

		As at December 31, 2023				As at December 31, 2022
Derivatives Not Designated as Hedging Instruments Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts (1)	Derivative assets	$	1,262.1	$	31.4	$	945.8	$	41.9
Foreign Exchange Contracts	Derivative liabilities	$	540.8	$	(9.3)	$	729.5	$	(3.2)
Loss Portfolio Transfer Liability - Embedded Derivative (2)	Derivative liabilities	—		$	(16.5)	—		(31.7)

 ______________ 

(1)Fair value is net of $3.4 million of cash collateral (December 31, 2022 — $3.7 million).

(2)    The LPT contains an embedded derivative within the contract in relation to the variable interest crediting rate.

		As at December 31, 2023				As at December 31, 2022
Derivatives Designated as Cash Flow Hedges Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts	Derivative assets	$	76.9	$	0.3	$	109.7	$	14.3

The following table provides the unrealized and realized gains/(losses) recorded in the consolidated statements of operations and other comprehensive income for derivatives that are not designated or designated as hedging instruments under ASC 815 — “Derivatives and Hedging” for the twelve months ended December 31, 2023 and 2022:

		Amount of (Loss)/Gain Recognized on Derivatives
		For the Twelve Months Ended
	Location of Gain/(Loss) Recognized on Derivatives	December 31, 2023		December 31, 2022
Derivatives not designated as hedges		($ in millions)
Foreign Exchange Contracts	Change in Fair Value of Derivatives	$	10.9	$	(66.0)
Loss Portfolio Transfer Liability - Embedded Derivative	Change in Fair Value of Derivatives	$	15.2	$	(14.5)
Derivatives designated as cash flow hedges
Foreign Exchange Contracts	General, administrative and corporate expenses in consolidated statement of operations	$	(8.1)	$	5.9
Foreign Exchange Contracts	Net change from current period hedged transactions in other comprehensive income	$	(14.0)	$	15.4

Foreign Exchange Contracts. The Company uses foreign exchange contracts to manage foreign currency risk associated with our operating expenses but also foreign exchange risk associated with net assets or liabilities in currencies other than the U.S. dollar. A foreign exchange contract involves an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Foreign exchange contracts will not eliminate fluctuations in the value of the Company’s assets and liabilities denominated in foreign currencies but rather allow it to establish a rate of exchange for a future point in time.

As at December 31, 2023, the Company held foreign exchange contracts that were not designated as hedges under ASC 815 with an aggregate nominal amount of $1,802.9 million (2022 — $1,675.3 million). The foreign exchange contracts are recorded as derivative assets or derivative liabilities in the consolidated balance sheet with changes recorded as a change in fair value of derivatives in the consolidated statement of operations. For the twelve months ended December 31, 2023, the impact of foreign exchange contracts on net income was a gain of $10.9 million (December 31, 2022 — loss of $66.0 million).

As at December 31, 2023, the Company held foreign exchange contracts that were designated as cash flow hedges under ASC 815 with an aggregate notional amount of $76.9 million (2022 — $109.7 million). The foreign exchange contracts are recorded as derivative assets in the consolidated balance sheet with the changes in fair value recorded in other comprehensive income. For the twelve months ended December 31, 2023 the company recognized a loss of $14.0 million (December 31, 2022 — gain of $15.4 million) in other comprehensive income.

As the foreign exchange contracts settle, the realized gain or loss is reclassified from other comprehensive income into general, administration and corporate expenses in the consolidated statement of operations. For the twelve months ended December 31, 2023, the amount recognized within general, administration and corporate expenses for settled foreign exchange contracts was a realized loss of $8.1 million (December 31, 2022 — gain of $5.9 million). The Company estimates that $0.3 million of the existing gains as at December 31, 2023 is expected to be reclassified into earnings within the next 12 months.

Embedded derivative on loss portfolio contract. The loss portfolio transfer contract includes a funds withheld arrangement that provides returns to the reinsurer based on Aspen’s investment performance, guaranteeing a minimum of 1.75% return. Such funds withheld arrangements are examples of embedded derivatives and therefore this instrument is accounted for as an option-based derivative. For the twelve months ended December 31, 2023, the amount recognized as a change in fair value of derivatives in the consolidated statement of operations is a gain of $15.2 million (December 31, 2022 — loss of $14.5 million).

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Deferred Policy Acquisition Costs

12 Months Ended

Dec. 31, 2023

Insurance [Abstract]

Deferred Policy Acquisition Costs

Deferred Policy Acquisition Costs

The following table represents a reconciliation of beginning and ending deferred acquisition costs for the twelve months ended December 31, 2023 and 2022:

		Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
		($ in millions)
Balance at the beginning of the period		$	319.0	$	290.8
	Acquisition costs deferred	357.4		460.0
	Amortization of deferred acquisition costs	(380.2)		(431.8)
Balance at the end of the period		$	296.2	$	319.0

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Reserves for Losses and Adjustment Expenses

12 Months Ended

Dec. 31, 2023

Insurance [Abstract]

Reserves for Losses and Adjustment Expenses

Reserve for Losses and Loss Adjustment Expenses

The following table represents a reconciliation of beginning and ending consolidated reserve for losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021:

 

	As at December 31,
	2023		2022		2021
	($ in millions)
Reserve for losses and LAE at the start of the year	$	7,710.9	$	7,611.8	$	7,165.3
Less reinsurance recoverable	(4,897.7)		(3,298.1)		(3,195.2)
Net reserve for losses and LAE at the start of the year	2,813.2		4,313.7		3,970.1
Net loss and LAE expenses disposed (1)	—		(1,840.1)		—
Movement in net reserve for losses and LAE for claims incurred:
Current year	1,492.2		1,651.9		1,648.2
Prior years	60.8		28.1		45.1
Total incurred	1,553.0		1,680.0		1,693.3
Net Losses and LAE payments for claims incurred:
Current year	(161.1)		(192.7)		(729.1)
Prior years	(1,011.9)		(1,098.4)		(580.7)
Total paid	(1,173.0)		(1,291.1)		(1,309.8)
Foreign exchange (gains)/losses	39.6		(49.3)		(39.9)
Net reserve for losses and LAE at the end of the year	3,232.8		2,813.2		4,313.7
Plus reinsurance recoverable on unpaid losses at the end of the year	4,577.8		4,897.7		3,298.1
Reserve for losses and LAE at the end of the year	$	7,810.6	$	7,710.9	$	7,611.8

 ______________ 

(1) Net loss and LAE expenses disposed of $1,840.1 million represent the net loss reserves as at May 20, 2022 (“Closing Date”) for losses in relation to 2019 and prior accident years, in addition to the $770.0 million of ceded reserves under the previous ADC agreement, recognizing a total recoverable of $2,610.1 million. These reserves were rolled forward from the initial effective date of September 30, 2021, at which time the net losses reserves were $3,120.0 million.

As at December 31, 2023, the total amount recoverable from Enstar under the LPT was $1,627.4 million (December 31, 2022 — $2,132.0 million) which includes claims paid and reserve development since the Closing Date.

For the twelve months ended December 31, 2023, there was an increase of $60.8 million in the Company’s estimate of the ultimate claims to be paid in respect of prior accident years compared to an increase of $28.1 million for the twelve months ended December 31, 2022.

The following tables show an analysis of incurred claims and allocated loss adjustment expenses, net of reinsurance and cumulative paid claims and allocated claim adjustment expenses, net of reinsurance for each of the years ended December 31, 2014 through 2023. Under the LPT agreement, the Company has reinsured net losses incurred on all accident years 2019 and prior. This has resulted in IBNR in the loss development triangles for 2019 and prior to be Nil. The loss development triangles are derived from all business written by the Company as although a limited number of contracts are written which have durations of greater than one year the contracts do not meet the definition of a long duration contract. All amounts included in the following tables related to transactions denominated in a foreign currency have been translated into U.S. Dollars using the exchange rates in effect at December 31, 2023.

The Company has chosen to disaggregate the business in its Insurance segment, for the purposes of these loss development triangles as: Property; Casualty; Marine Aviation and Energy; and Financial and Professional insurance lines. The Company considers that this presentation of its Insurance lines loss development triangles more precisely reflects meaningful trending information. The Company presents its loss development triangles for the Reinsurance segment in line with the reportable reinsurance lines: Property Catastrophe and Other Property; Casualty; and Specialty.

	Property Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
	For the Years Ended December 31,											Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	164.3	156.3	133.5	134.1	133.3	131.8	131.2	125.8	132.8	132.8		—	10,037
2015		237.3	203.0	197.7	200.0	200.5	197.5	181.9	193.4	193.4		—	11,624
2016			236.8	247.7	242.6	244.0	245.3	234.2	233.4	233.4		—	10,844
2017				293.8	256.8	250.0	251.3	273.0	261.6	261.6		—	9,805
2018					200.7	203.0	186.8	196.3	180.2	180.2		—	8,395
2019						125.3	129.2	102.8	109.0	109.0		—	6,944
2020							203.2	198.3	208.0	213.5		25.9	7,689
2021								207.4	202.0	195.5		16.1	6,810
2022									167.1	174.2		22.3	5,702
2023										152.1		81.7	3,297
								Total		$	1,845.7

	Property Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	40.2	86.0	113.5	123.1	127.1	128.5	129.8	130.9	132.8	132.8
2015		56.9	141.0	168.4	177.5	193.8	192.4	193.4	193.4	193.4
2016			66.5	167.8	200.2	221.9	231.1	234.9	233.4	233.4
2017				96.0	187.3	220.0	240.9	234.8	261.6	261.6
2018					61.4	158.1	180.4	174.1	180.2	180.2
2019						48.7	90.5	98.4	109.0	109.0
2020							61.0	124.1	151.8	169.6
2021								58.7	119.7	151.2
2022									41.1	113.7
2023										30.0
								Total		$	1,574.9
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	270.8
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	270.8

	Casualty Insurance Lines											As at December 31, 2023
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	142.9	125.3	137.1	127.1	134.2	138.1	135.1	141.4	107.0	107.0		—	3,962
2015		201.3	221.3	183.9	201.3	234.0	232.3	257.9	180.5	180.5		—	4,811
2016			215.0	186.0	181.3	187.8	198.9	243.5	124.3	124.3		—	4,815
2017				179.4	172.9	176.7	194.7	215.9	61.4	61.4		—	5,470
2018					121.5	124.5	134.9	164.7	43.7	43.7		—	5,455
2019						124.1	146.5	153.5	48.6	48.6		—	5,156
2020							132.9	141.6	140.4	146.6		50.2	3,753
2021								173.5	188.6	197.8		99.4	3,343
2022									204.7	215.1		148.3	3,050
2023										224.9		173.0	2,465
								Total		$	1,349.9

	Casualty Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.6	13.1	32.2	58.8	71.9	95.6	108.2	106.8	107.0	107.0
2015		3.1	16.8	56.0	91.8	137.2	166.2	180.5	180.5	180.5
2016			4.1	22.5	39.6	81.5	108.4	123.3	124.3	124.3
2017				3.5	22.7	52.2	95.8	89.4	61.4	61.4
2018					3.1	27.7	42.7	58.1	43.7	43.7
2019						6.3	17.6	64.1	48.6	48.6
2020							—	9.3	36.3	61.6
2021								3.1	23.5	53.8
2022									8.90	5.6
2023										26.9
								Total		$	713.4
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	636.5
		All outstanding liabilities before 2014, net of reinsurance								—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	636.5

	Marine, Aviation and Energy Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	308.8	312.3	297.4	309.2	304.8	311.7	301.0	312.4	271.3	271.3		—	4,056
2015		295.4	297.6	280.1	284.8	308.3	311.1	318.3	267.3	267.3		—	4,067
2016			259.5	229.5	228.3	228.7	218.5	220.3	197.9	197.9		—	4,422
2017				209.6	200.2	206.7	214.2	225.6	141.4	141.4		—	6,078
2018					170.4	207.4	208.3	234.8	151.0	151.0		—	5,183
2019						145.6	153.0	123.5	102.4	102.4		—	3,691
2020							110.2	111.2	125.7	126.6		9.6	3,847
2021								93.1	96.2	95.7		10.1	4,787
2022									108.0	106.1		31.2	5,428
2023										117.4		72.6	2,703
								Total		$	1,577.1

	Marine, Aviation and Energy Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	53.3	116.3	188.3	208.9	231.6	249.8	262.0	269.0	271.3	271.3
2015		44.7	122.7	173.3	193.0	220.9	256.5	268.4	267.3	267.3
2016			30.9	82.3	142.1	163.8	190.4	193.3	197.9	197.9
2017				40.1	97.4	140.1	168.2	149.8	141.4	141.4
2018					26.7	104.7	133.0	151.0	151.0	151.0
2019						33.5	72.5	89.6	102.4	102.4
2020							28.5	66.5	88.7	101.2
2021								23.5	52.3	64.7
2022									24.9	57.6
2023										27.8
								Total		$	1,382.6
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	194.5
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	194.5

	Financial and Professional Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	134.3	130.1	128.6	119.0	130.2	119.2	120.3	121.7	98.8	98.8		—	794
2015		173.3	174.8	184.6	188.7	189.8	184.6	196.7	145.9	145.9		—	1,083
2016			190.1	210.9	215.4	201.2	184.6	186.1	134.3	134.3		—	1,241
2017				205.5	181.6	186.5	187.1	209.1	136.0	136.0		—	1,751
2018					155.7	171.6	153.2	161.9	111.2	111.2		—	4,636
2019						248.2	261.1	238.9	132.7	132.7		—	23,826
2020							348.1	347.9	338.2	352.3		87.4	106,054
2021								286.2	304.8	296.2		128.4	34,929
2022									317.0	302.4		184.6	3,422
2023										341.6		277.0	3,137
								Total		$	2,051.4

	Financial and Professional Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.9	30.5	53.2	71.8	79.2	84.9	91.7	99.3	98.8	98.8
2015		13.7	43.3	69.9	89.1	109.5	138.4	150.9	145.9	145.9
2016			15.0	71.0	101.5	129.6	125.5	130.1	134.3	134.3
2017				27.1	51.2	83.2	116.8	134.8	136.0	136.0
2018					19.1	73.4	99.0	111.2	111.2	111.2
2019						27.1	86.6	121.1	132.7	132.7
2020							47.6	121.2	174.7	226.2
2021								43.2	90.4	131.7
2022									17.8	75.5
2023										21.5
								Total		$	1,213.8
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	837.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	837.6

	Property Catastrophe and Other Property Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	185.8	172.8	157.2	145.7	145.8	141.1	141.1	139.7	137.1	137.1		—	901
2015		211.3	185.1	175.3	154.8	170.3	170.4	176.8	155.3	155.3		—	1,051
2016			266.4	266.3	265.0	243.8	239.2	230.7	228.6	228.6		—	1,303
2017				552.3	531.4	513.1	501.8	573.6	431.8	431.8		—	1,958
2018					318.2	351.9	344.1	534.7	282.1	282.1		—	1,777
2019						228.0	241.5	332.4	162.7	162.7		—	1,401
2020							317.6	403.7	350.7	362.6		(5.5)	1,418
2021								652.9	479.3	498.9		30.7	1,498
2022									393.7	392.5		48.9	1,404
2023										230.8		117.7	753
								Total		$	2,882.4

	Property Catastrophe and Other Property Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	36.8	98.7	124.5	133.8	137.3	135.9	137.5	137.4	137.1	137.1
2015		35.8	94.2	125.4	137.8	154.8	157.1	158.6	155.3	155.3
2016			56.3	161.7	202.4	213.2	226.1	231.7	228.6	228.6
2017				123.2	356.1	414.5	438.4	411.7	431.8	431.8
2018					122.4	282.2	286.2	279.5	282.1	282.1
2019						28.1	140.8	167.5	162.7	162.7
2020							41.9	165.7	237.3	312.3
2021								75.0	235.7	364.3
2022									65.2	200.8
2023										45.1
								Total		$	2,320.1
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								562.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	562.3

	Casualty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	203.4	205.8	214.2	207.5	201.0	204.0	199.9	189.8	131.0	131.0		—	1,866
2015		192.5	199.2	208.9	211.4	209.0	205.2	195.2	116.5	116.5		—	2,067
2016			231.1	243.5	243.0	252.9	260.3	251.2	137.1	137.1		—	2,231
2017				242.7	240.4	251.0	250.4	261.6	110.8	110.8		—	2,284
2018					227.2	256.5	264.1	254.3	92.7	92.7		—	2,149
2019						233.5	254.0	244.3	52.9	52.9		—	1,790
2020							253.6	234.7	198.8	181.2		62.0	1,389
2021								206.4	216.3	205.7		93.3	1,325
2022									249.5	250.6		178.3	1,256
2023										271.6		244.9	779
								Total		$	1,550.1

	Casualty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.5	13.7	37.6	59.9	86.0	106.8	124.4	131.0	131.0	131.0
2015		3.4	17.8	38.1	65.2	89.0	108.0	116.5	116.5	116.5
2016			9.1	33.3	63.6	95.6	125.6	137.1	137.1	137.1
2017				8.8	30.4	58.8	97.0	110.7	110.8	110.8
2018					7.1	33.4	73.3	92.7	92.7	92.7
2019						9.2	36.4	52.5	52.9	52.9
2020							9.1	27.8	44.3	71.9
2021								7.8	37.3	64.0
2022									9.4	31.1
2023										8.5
								Total		$	816.5
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								733.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	733.6

	Specialty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	150.7	139.0	130.9	122.1	124.9	123.5	119.3	116.4	104.0	104.0		—	618
2015		164.7	168.0	162.7	157.3	155.9	151.4	151.1	132.1	132.1		—	774
2016			237.2	238.3	236.1	228.9	224.0	211.6	188.2	188.2		—	937
2017				377.4	390.4	374.1	363.0	356.4	305.9	305.9		—	1,336
2018					393.8	393.3	391.7	416.2	324.3	324.3		—	1,418
2019						472.6	495.9	398.7	401.1	401.1		—	1,543
2020							414.1	601.3	375.4	379.5		36.7	1,494
2021								157.4	152.5	142.1		41.1	1,356
2022									194.7	194.3		108.9	1,319
2023										142.5		100.4	952
								Total		$	2,314.0

	Specialty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	16.4	55.9	80.6	88.7	99.0	101.9	103.6	104.1	104.0	104.0
2015		17.5	55.8	103.3	120.9	129.9	132.9	132.6	132.1	132.1
2016			58.4	150.3	164.7	182.7	192.9	194.3	188.2	188.2
2017				94.5	238.2	270.0	305.2	306.4	305.9	305.9
2018					27.1	279.6	313.0	324.7	324.3	324.3
2019						273.2	381.0	399.2	401.1	401.1
2020							213.0	270.1	290.9	311.6
2021								28.3	53.4	76.1
2022									26.0	53.8
2023										22.6
								Total		$	1,919.7
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								394.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	394.3

Reconciliation of Incurred and Paid Claims Development to total Reserve for Losses and LAE

	As at December 31, 2023	As at December 31, 2022
	($ in millions)	($ in millions)
Net outstanding liabilities:
Insurance lines
- Property insurance lines	270.8	259.0
- Casualty insurance lines	636.5	457.3
- Marine, aviation and energy insurance lines	194.5	163.7
- Financial and professional insurance lines	837.6	671.9
Total insurance lines	1,939.4	1,551.9
Reinsurance lines
- Property catastrophe and other property reinsurance	562.3	677.9
- Casualty reinsurance	733.6	571.6
- Specialty reinsurance	394.3	350.2
Total reinsurance lines	1,690.2	1,599.7
Net loss and LAE	3,629.6	3,151.6
Reinsurance recoverable on unpaid losses:
Insurance lines	2,821.6	2,907.8
Reinsurance lines	1,756.2	1,989.9
Total reinsurance recoverable on unpaid losses	4,577.8	4,897.7
Deferred gain on retroactive contracts	27.3	42.7
Unallocated claims incurred	47.9	41.4
Other reinsurance balances recoverable (1)	(489.1)	(429.3)
Carbon syndicate reserves	16.7	5.2
Other	0.4	1.6
	(396.8)	(338.4)
Reserve for losses and LAE at the end of the year	7,810.6	7,710.9

____________________

(1)     Other reinsurance balances recoverable primarily include short term recoverables to be collected.

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years	1		2		3		4		5		6		7		8		9		10
Property insurance lines	30.6	%	39.0	%	13.7	%	6.3	%	2.7	%	2.4	%	0.2	%	0.3	%	0.7	%	—	%
Casualty insurance lines	4.1	%	18.7	%	33.1	%	24.2	%	2.7	%	1.0	%	5.1	%	(0.4)	%	0.1	%	—	%
Marine, aviation and energy insurance lines	22.5	%	33.3	%	21.5	%	11.4	%	3.2	%	3.1	%	2.8	%	0.7	%	0.4	%	—	%
Financial and professional insurance lines	12.1	%	28.6	%	20.7	%	16.0	%	5.3	%	6.0	%	4.7	%	1.4	%	(0.3)	%	—	%
Property catastrophe and other property reinsurance	22.6	%	45.5	%	16.7	%	5.8	%	2.3	%	1.5	%	0.2	%	(0.7)	%	(0.1)	%	—	%
Casualty reinsurance	6.0	%	19.0	%	22.4	%	19.3	%	12.5	%	8.1	%	5.2	%	1.7	%	—	%	—	%
Specialty reinsurance	27.3	%	34.9	%	14.3	%	7.4	%	3.7	%	1.1	%	(0.5)	%	—	%	—	%	—	%

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Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Aspen Holdings and Aspen Bermuda are incorporated under the laws of Bermuda. Under Bermuda law, the corporate tax rate is currently zero and, as a result, Aspen Holdings and Aspen Bermuda are not taxed on any Bermudian income or capital gains. On December 27, 2023, the Corporate Income Tax Act 2023 received Royal Assent in Bermuda, introducing a 15% corporate tax that applies to Bermuda businesses that are part of multinational enterprise groups. This new corporate tax takes effect for accounting periods beginning on or after January 1, 2025. We have adjusted our deferred tax to account for provisions within the Corporate Income Tax Act that allow for an equitable transition to the new regime including the Economic Transition Adjustments (“ETA”) and opening tax loss carryforward (“OTLC”).

The Company’s U.S. operating companies were subject to a U.S. federal income tax rate of 21%.

The Company’s U.K. operating companies were taxed at the effective U.K. corporate tax rate of 23.5%. The U.K. tax rate changed on April 1, 2023 from 19% to 25%.

Total income tax (benefit)/expense for the twelve months ended December 31, 2023, 2022 and 2021 was allocated as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Income tax (benefit)/expense allocated to net income	$	(132.1)	$	(78.1)	$	5.3
Income tax expense/(benefit) allocated to other comprehensive income	20.6		(23.9)		0.3
Total income tax (benefit)/expense	$	(111.5)	$	(102.0)	$	5.6

Income/(loss) from operations before income taxes and income tax expense/(benefit) attributable to that income/(loss) for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the tables below:

	Twelve Months Ended December 31, 2023
	Income before tax		Current tax expense		Deferred tax (benefit)/expense		Total income tax (benefit)/expense
	($ in millions)
Bermuda (1)	$	148.8	$	—	$	(201.1)	$	(201.1)
U.S. (2)	236.3		52.4		3.0		55.4
U.K. (3)	0.7		5.3		0.1		5.4
Other (4)	16.8		7.9		0.3		8.2
Total	$	402.6	$	65.6	$	(197.7)	$	(132.1)
	Twelve Months Ended December 31, 2022
	(Loss)/income before tax		Current tax expense		Deferred tax (benefit)		Total income tax (benefit)/expense
	($ in millions)
Bermuda	$	(103.3)	$	—	$	—	$	—
U.S.	34.8		14.8		(102.9)		(88.1)
U.K.	62.4		7.0		—		7.0
Other	(20.9)		4.7		(1.7)		3.0
Total	$	(27.0)	$	26.5	$	(104.6)	$	(78.1)
	Twelve Months Ended December 31, 2021
	Income/(loss) before tax		Current tax expense		Deferred tax (benefit)		Total income tax expense/(benefit)
	($ in millions)
Bermuda	$	22.9	$	—	$	—	$	—
U.S	5.0		5.8		—		5.8
U.K.	75.1		—		(0.3)		(0.3)
Other	(67.9)		2.7		(2.9)		(0.2)
Total	$	35.1	$	8.5	$	(3.2)	$	5.3

________________

(1)     We have recorded a deferred tax asset in Bermuda consisting of $156.6 million in respect of the ETA and $44.5 million in respect of an OTLC as a result of the newly enacted Corporate Income Tax Act 2023 in Bermuda. The ETA election allows for an adjustment equal to the difference between the fair market value and carrying value of assets and liabilities. The OTLC allows losses from year 2020 to 2024 to be carried forward. We expect this deferred tax asset to be utilized predominantly over a 10-year period. We expect to incur and pay increased taxes in Bermuda beginning in 2025.

(2)    The U.S. current tax expense of $52.4 million (2022 — $14.8 million) includes $0.9 million of Base Erosion and Anti-abuse Tax.

(3)    The U.K. current tax expense of $5.3 million largely relates to prior year adjustments.

(4)    Current tax expense and deferred tax expense in “Other” mostly relates to prior year adjustments in the branches of Aspen UK.

As noted above, the tax rate in Bermuda, the Company’s country of domicile, is currently zero. Application of the statutory income tax rate for operations in other jurisdictions produces a differential to the expected income tax (benefit)/expense as shown in the table below. The reconciliation between the income tax (benefit)/expense and the amount that would result from applying the statutory rate for the Company for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the table below:

	Twelve Months Ended December 31,
	2023		2022		2021
Income Tax Reconciliation	($ in millions)
Income tax benefit at statutory tax rate of zero percent	$	—	$	—	$	—
Overseas statutory tax rates differential	56.3		16.8		(0.9)
Base erosion and anti-abuse tax (BEAT) expense	0.9		2.3		6.1
Prior year adjustments (1)	6.9		(2.9)		0.5
Introduction of Bermuda corporate income tax	(201.1)		—		—
Change in valuation allowance (2)	4.0		(98.9)		9.6
Impact of unrecognized tax benefits (3)	—		—		—
Australian non-resident withholding tax	—		1.5		0.6
Foreign exchange	(1.3)		(0.3)		(1.5)
Non-deductible expenses	2.5		2.4		2.4
Impact of changes in statutory tax rates	(0.3)		(5.7)		(11.5)
Tax effect of OCI in income statement	—		6.7		—
Total income tax (benefit)/expense	$	(132.1)	$	(78.1)	$	5.3

________________

(1)     The submission dates for filing income tax returns for the Company’s U.S. and U.K. operating subsidiaries are after the submission date of this report. Accordingly, the final tax liabilities may differ from the estimated income tax expense included in this report and may result in prior year adjustments being reported. The prior period adjustments for the twelve months ended December 31, 2023 predominantly relate to the determination of the results of the branches of the U.K. operating subsidiaries. The prior period adjustments for the twelve months ended December 31, 2022 and 2021 predominantly relate to the determination of results in the U.K.

(2)     The decrease in valuation allowance in 2022 related to a change in judgment about the recoverability of deferred tax assets in the U.S. operating subsidiaries.

(3)     In 2023, the Company did not have any unrecognized tax benefits.

Income tax returns that have been filed by the Company’s U.S. Operating Subsidiaries are subject to examination for 2020 and later tax years. The Company’s U.K. operating subsidiaries’ income tax returns are potentially subject to examination for 2022 and later tax years as these periods are considered “open” by the U.K. Tax Authority. The Company accrues interest and penalties related to an underpayment of income taxes, if applicable, as income tax expenses. The Company does not believe it will be subject to any penalties in any open tax years.

The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and deferred tax liabilities are presented in the following table as at December 31, 2023 and 2022:

	As at December 31,
	2023		2022
	($ in millions)
Deferred tax assets:
Operating loss carryforwards	217.2		167.6
Capital loss carryforwards	9.7		6.7
Insurance reserves: Losses and loss adjustment expenses	104.1		28.3
Unrealized losses on investments	8.9		20.6
Accrued expenses	13.4		6.1
Foreign tax credit carryforwards	19.0		19.8
Insurance reserves: Unearned premiums	35.0		36.0
Intangible assets	82.9		0.7
Office properties and equipment	16.5		14.2
Operating lease liabilities	15.6		18.5
Other temporary differences	7.6		3.7
Total deferred tax assets	529.9		322.2
Less valuation allowance	(172.7)		(145.7)
Deferred tax assets, net of valuation allowance	$	357.2	$	176.5
Deferred tax liabilities:
Deferred acquisition costs	(32.4)		(37.0)
Right-of-use operating lease assets	(10.4)		(13.7)
Insurance reserves: Losses and loss adjustment expenses	(0.1)		(0.2)
Other temporary differences	(3.3)		(6.4)
Total deferred tax (liabilities)	(46.2)		(57.3)
Net deferred tax assets	$	311.0	$	119.2

Deferred tax liabilities and assets represent the tax effect of carryforwards and temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by U.K., U.S., Bermuda and other tax laws and regulations.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carry forwards become deductible or creditable. Management considers the scheduled reversal of existing taxable temporary differences, carryback availability, projected future taxable income, and tax-planning strategies in making this assessment.

As at December 31, 2023, the Company has net operating losses carryforwards for U.S. federal income tax purposes of $354.9 million (2022 — $376.5 million), of which $270.2 million relates to the U.S. operating subsidiaries and $84.7 million to Aspen UK’s U.S. branch. The Company also has net operating losses carryforwards for U.K. corporate tax purposes of $248.1 million (2022 — $280.5 million), deferred syndicate profits of $64.5 million (2022 — $19.9 million profits), and losses in other jurisdictions of $97.8 million (2022 — $118.8 million).

The $354.9 million that are available to offset future U.S. federal taxable income will expire between 2032 and 2041. The amount of pre-merger net operating losses carryforwards that can be used each year is limited by section 382 to $6.5 million per year for Aspen UK’s U.S. branch, and $39.2 million in 2023, $23.1 million in 2024, and $20.8 million per year for the 15 years thereafter for the U.S. operating subsidiaries.

The net operating losses in the U.K. and other jurisdictions are available to offset future corporate income in those jurisdictions over an indefinite period.

For U.S. federal income tax purposes, the Company has capital loss carryforwards of $46.1 million, of which $15.8 million relates to the U.S. operating subsidiaries and $30.3 million to Aspen UK’s branch, expiring between 2026 and 2028.

For U.K. corporate tax purposes, the Company has foreign tax credit carryforwards of $19.0 million (2022 — $19.8 million) which are available to offset future U.K. corporate tax arising on the same foreign source of income over an indefinite period.

A valuation allowance of $24.5 million (2022 — $18.0 million) on U.S. deferred tax assets (which includes these loss carryforwards) has been recognized at December 31, 2023 relating to Aspen UK’s U.S. branch.

A valuation allowance of $131.0 million (2022 — $106.7 million) has been established against U.K. deferred tax assets.

The U.K., U.S. and other jurisdictions valuation allowance combined total is $172.7 million (2022 — $145.7 million).

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Capital Structure

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Capital Structure

Capital Structure

The following table provides a summary of the Company’s authorized and issued share capital as at December 31, 2023 and 2022:

	As at December 31, 2023		At December 31, 2022
	Number	$ in Thousands	Number	$ in Thousands
Authorized share capital:
Ordinary Shares $0.01 per share (2022 — $0.01 per share)	70,000,000	700	70,000,000	700
Preference Shares 0.15144558¢ per share	30,000,000	45	30,000,000	45
Total authorized share capital		745		745
Issued share capital:
Issued ordinary shares $0.01 per share (2022 — $0.01 per share)	60,395,839	604	60,395,839	604
Issued 5.950% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	11,000,000	17	11,000,000	17
Issued 5.625% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	10,000,000	15	10,000,000	15
Issued 5.625% preference shares of 0.15144558¢ represented by depositary shares, each with a liquidation preference of $25 per share (1)	10,000	—	10,000	—
Total issued share capital		636		636

 ______________

(1)     Each depositary share represents a 1/1000th interest in a share of the 5.625% preference shares.

(a)    Ordinary Shares 

Issued Ordinary Shares. The Company’s issued ordinary shares of par value $0.01 at both December 31, 2023 and 2022 was 60,395,839. The Company did not acquire any ordinary shares for the twelve months ended December 31, 2023.

(b)    Preference Shares 

Preference Shares Issuance. On May 2, 2013, the Company issued 11,000,000 5.950% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares, with a liquidation preference of $25 per share (the “AHL PRC Shares”). Net proceeds were $270.6 million, consisting of $275.0 million of total liquidation preference less $4.4 million of issuance expenses. The first floating rate-period commenced July 1, 2023, with an associated floating rate of 9.59343%, with such floating rate expected to remain in place for future dividend periods, as a function of the floating rate determination mechanics set forth in the governing instrument The AHL PRC Shares are listed on the NYSE under symbol “AHLPRC”.

On September 20, 2016, the Company issued 10,000,000 shares of 5.625% Perpetual Non-Cumulative Preference Shares (the “AHL PRD Shares”). The 2016 Preference Shares have a liquidation preference of $25 per share. Net proceeds were

$241.3 million, consisting of $250.0 million of total liquidation preference less $8.7 million of issuance expenses. The AHL PRD Shares are listed on the NYSE under the symbol “AHL PRD”.

On August 13, 2019, the Company issued 10,000,000 depositary shares, each of which represents 1/1000th interest in a share of the newly designated 5.625% Perpetual Non-Cumulative Preference Shares. The depositary shares have a liquidation preference of $25 per share. Net proceeds were $241.6 million, comprising $250.0 million of total liquidation preference less $8.4 million of issuance expenses. The depositary shares are listed on the NYSE under the symbol “AHL PRE”.

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Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Ordinary Share

Earnings Per Ordinary Share

In December 2023, the Company filed a registration statement with the SEC relating to a proposed Initial Public Offering of our ordinary shares. As a result of that filing, and in accordance with the accounting guidance of ASC Topic 260, “Earnings Per Share”, the Company has presented the following disclosure on earnings per ordinary share. This disclosure is new for the fiscal year ended December 31, 2023.

Basic and diluted earnings per ordinary share are calculated by dividing net income available to holders of Aspen Insurance Holdings Limited’s ordinary shares by the weighted average number of ordinary shares outstanding. The following table presents the computation of basic and diluted earnings/(loss) per ordinary share for the twelve months ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions, except share and share amounts)
Net income	$	534.7	$	51.1	$	29.8
Less: Preference share dividends	(49.9)		(44.6)		(44.5)
Net income/(loss) available to ordinary shareholders	$	484.8	$	6.5	$	(14.7)
Basic and diluted weighted average ordinary shares outstanding	60,395,839		60,395,839		60,395,839
Basic and diluted earnings/(loss) per ordinary share	$	8.03	$	0.11	$	(0.24)

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Statutory Requirements and Dividends Restrictions

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Dividend Payment Restrictions [Text Block]

Statutory Requirements and Dividends Restrictions

As a holding company, the Company relies on dividends and other distributions from its Operating Subsidiaries to provide cash flow to meet ongoing cash requirements, including any future debt service payments and other expenses, and to pay dividends, if any, to our preference and ordinary shareholders. The Company must comply with the provisions of the Bermuda Companies Act 1981, as amended, (the “Companies Act”) regulating the payment of dividends and distributions.

The ability of the Company’s Operating Subsidiaries to pay the Company dividends or other distributions is subject to the laws and regulations applicable to each jurisdiction, as well as the Operating Subsidiaries’ need to maintain capital requirements adequate to maintain their insurance and reinsurance operations and their financial strength ratings issued by independent rating agencies.

The company law of England and Wales prohibits Aspen UK, AMAL or AUL from declaring a dividend to its shareholders unless it has “profits available for distribution”. The determination of whether a company has profits available for distribution is based on its accumulated realized profits and other distributable reserves less its accumulated realized losses. While the U.K. insurance regulatory laws impose no statutory restrictions on a general insurer’s ability to declare a dividend, the rules of the Prudential Regulation Authority (the “PRA”) require each insurance company within its jurisdiction to maintain its solvency margin at all times. Accordingly, Aspen UK, AMAL and AUL may not pay a dividend if the payment of such dividend would result in their SCR coverage ratio falling below certain levels. In addition, any future changes regarding regulatory requirements, including those described above, may restrict the ability of Aspen UK, AMAL and AUL to pay dividends in the future. As at December 31, 2023, Aspen UK had an accumulated balance of retained losses of approximately $599.3 million and AUL had an accumulated balance of retained losses of approximately £78 million. Aspen UK held a capital contribution reserve of $655.0 million as at December 31, 2023 which, under certain circumstances, could be distributable.

Aspen Bermuda must comply with the provisions of the Companies Act and the Insurance Act regulating the payment of dividends and distributions. Aspen Bermuda may not in any financial year pay dividends which would exceed 25% of its total statutory capital and surplus, as shown on its statutory balance sheet in relation to the previous financial year, unless it files with the BMA a solvency affidavit at least seven days in advance of payment. As at December 31, 2023, 25% of Aspen Bermuda’s statutory capital and surplus amounted to $303.9 million. Aspen Bermuda must also obtain the prior approval of the BMA before reducing its total statutory capital as set out in its previous year’s financial statements by 15% or more.

Under both North Dakota and Texas law, insurance companies may only pay dividends out of earned surplus as distinguished from contributed surplus. As such, Aspen Specialty and AAIC could not pay a dividend as at December 31, 2023 without prior regulatory approval.

Actual and required statutory capital and surplus for the principal Operating Subsidiaries of the Company, excluding its Lloyd’s syndicate, as at December 31, 2023 and December 31, 2022 were estimated as follows:

	As at December 31, 2023
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	488.9	$	601.1	$	257.2
Actual statutory capital and surplus	$	1,063.1	$	1,685.2	$	734.7

	As at December 31, 2022
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	513.9	$	536.7	$	771.8
Actual statutory capital and surplus	$	838.6	$	1,426.6	$	802.5

As the sole corporate member of our Lloyd’s Syndicate, AUL was required to hold capital at Lloyd’s of $989.9 million as at December 31, 2023, adjusting funding to meet this level on an annual basis in the following Q2 and not holding less than 90% of this amount at any time. As at December 31, 2023, AUL had capital at Lloyd’s of $1,101.0 million of which $515.4 million was provided as Funds at Lloyd’s by Aspen Bermuda.

The Bermuda Monetary Authority is the group supervisor of the Company. The laws and regulations of Bermuda require that the Company maintain a minimum amount of group statutory capital and surplus based on the enhanced capital requirement using the group standardized risk-based capital model of the Bermuda Monetary Authority. The Company is also subject to an early-warning level based on 120% of the enhanced capital requirement which may trigger additional reporting requirements or other enhanced oversight. The statutory capital requirements of the Company’s Operating Subsidiaries are set

out above. To the extent that these requirements are met, the Company do not anticipate any dividend restrictions arising as a result of the Company’s enhanced capital requirement. For more information on the Company’s regulatory requirements, refer to Item 4, “Information on the Company — Regulatory Matters” above.

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Dividends

12 Months Ended

Dec. 31, 2023

Dividends [Abstract]

Preferred Stock [Text Block]

Dividends. In the twelve months ended December 31, 2023, the Company’s Board of Directors paid the following dividends:

Calendar Quarter	Preference Share Category						Quarterly Total		Declared	Paid
	5.950% PS		5.625% PS		5.625% DS
Q1 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	03/01/23	04/01/23
Q2 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	06/01/23	07/01/23
Q3 2023	$	6,815,600	$	3,516,000	$	3,515,600	$	13,847,200	09/01/23	10/01/23
Q4 2023	$	6,741,900	$	3,516,000	$	3,515,600	$	13,773,500	11/30/23	12/28/23
Total Paid	$	21,739,300	$	14,064,000	$	14,062,400	$	49,865,700

 ______________

(1)    5.950% Preference Shares (AHL PRC) — Fixed to Floating Rate Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares (AHL PRD) — Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares(AHL PRE) are represented by depositary shares, each representing a 1/1000th interest in a share of the 5.625% Preference Shares. The dividend paid per depositary share is likewise 1/1000th of the declared dividend, equivalent to $0.35156 per depositary share.

In the twelve months ended December 31, 2023, the Company paid an ordinary shares dividend of $40.3 million to Highlands Bermuda Holdco, Ltd., the holder of all the Company’s ordinary shares

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Retirement Plans	12 Months Ended
	Dec. 31, 2023
Retirement Benefits [Abstract]
Retirement Plans	Retirement Plans The Company operates defined contribution retirement plans for the majority of its employees at varying rates of their salaries. Total contributions by the Company to the retirement plans were $14.5 million in the twelve months ended December 31, 2023 (2022 — $12.5 million, 2021 — $13.5 million).

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Share-Based Payments and Long-Term Incentive Plan

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share Based Payments and Long-term Incentive Plan

Share-Based Payments and Long-Term Incentive Plan

In 2019, the Company implemented a new long-term incentive scheme, under which annual awards are split equally between Performance Units and Exit Units. Performance units vesting conditions have been amended in the current year and vest after two years subject to the Company achieving certain thresholds of operating income over a two year period. Exit Units vest upon change of control (sale or IPO) and achieving predetermined multiplies of invested capital return targets. Both Performance Units and Exit Units are cash-based awards.

The Company’s total share-based compensation/long-term incentive plan expense for the twelve months ended December 31, 2023 was $5.5 million (December 31, 2022 — $0.6 million), which is related to a charge of $5.5 million (December 31, 2022 — $0.6 million) in relation to Performance Units. The income tax effect of this is not considered to be material. As at December 31, 2023, the Company had recorded a payable of $7.6 million (December 31, 2022 — $1.6 million) related to the long-term incentive plan, which is included within accrued expenses and other payables in the consolidated balance sheet.

Management Equity Plan

During 2023, selected senior employees were granted Management Equity Plan (“MEP”) stock options to acquire non-voting shares at a management equity vehicle affiliated with the Company at no cost to the employee. The stock options vest at the later of (a) certification of the attainment of the underlying operating income goal and (b) the exit or liquidity event, with vesting subject to an exit or liquidity event occurring, a two-year cumulative operating income hurdle being achieved over the cumulative two years ending December 31, 2024, and certain other contractual terms being achieved. The weighted average exercise price of the options is $0.001 and the total number of options granted was 10,000. All of the options were granted in 2023, none vested in 2023, none were forfeited and all remain outstanding as of December 31, 2023.

As of December 31, 2023, no cost has been recognized in relation to the MEP awards as management has determined that it is improbable that the exit or liquidity event will occur. The fair value of the stock options was based on an estimate of the cumulative operating income for the two year period ended December 31, 2024, which included actual results for the year ended December 31, 2023, and an estimate of the exit value using market multiples. The total cost of MEP has been determined based on the estimated fair value as of the original grant date. In the event of an exit or liquidity event, and based upon the aforementioned performance conditions being met at a future date, the cost will be recognized. If management had determined that the performance conditions were probable of achievement as of December 31, 2023, the Company would have recognized an estimated $7.5 million of cumulative stock-based compensation expense as of that date and would have $27.5 million of unrecognized compensation expense.

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Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

Intangible Assets and Goodwill

Aspen’s intangible assets relate to trademarks and licenses to trade in the U.S. and U.K. For the twelve months ended December 31, 2023 and December 31, 2022, the Company had intangible assets and goodwill totalling $21.7 million and $21.8 million.

The “Aspen” trademark, valued at $1.1 million, $16.7 million of insurance licenses and $3.9 million of goodwill are considered to have an indefinite life and are tested annually for impairment or when events or changes in circumstances indicate that these assets might be impaired. For the years ended December 31, 2023 and December 31, 2022, the Company performed its annual qualitative assessment and determined that it was more likely than not that these were not impaired.

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Operating Leases (Notes)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lessee, Operating Leases

Operating Leases

As at December 31, 2023, the Company has recognized right-of-use operating lease assets of $61.6 million, net of impairment and operating lease liabilities of $86.1 million. Right-of-use operating lease assets comprise primarily of leased office real estate globally and other assets. For all office real estate leases, rent incentives, including reduced-rent and rent-free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows.

As part of the Company’s operating effectiveness and efficiency program, the Company has consolidated its office space. Where negotiations are either in advanced stages of discussion and it is probable that the sub-lease transactions will be completed, or the Company has agreed terms to sub-lease our office space, the Company has assessed the right-of-use lease assets for impairment. During the twelve months ended December 31, 2023, no impairment has been recognized on the right-of-use lease asset (2022 — $6.7 million credit).

The Company has no lease transactions between related parties.

Operating lease charge. The following table summarizes the operating lease charge for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Amortization charge on right-of-use operating leased assets	$	10.7	$	10.1	$	12.0
Interest on operating lease liabilities	4.5		5.4		5.5
Operating lease charge	$	15.2	$	15.5	$	17.5

Lease Liabilities. The following table summarizes the maturity of lease liabilities under non-cancellable leases as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
	($ in millions)
Operating leases — maturities
2023	$	—	$	15.4
2024	15.4		15.2
2025	15.1		14.9
2026	14.3		14.1
2027	12.8		12.6
2028	12.7		12.4
Later years	32.4		34.8
Total minimum lease payments	$	102.7	$	119.4
Less imputed interest	(16.6)		(23.9)
Total lease liabilities	$	86.1	$	95.5

Other lease information. The following table summarizes the cash flows on operating leases for the twelve months ended December 31, 2023, 2022 and 2021 and other supplemental information:

	For the Twelve Months Ended
	December 31, 2023			December 31, 2022			December 31, 2021
	($ in millions)
Cash paid for amounts included in the measurement of lease liabilities
- Operating cash outflow from operating leases	$	(15.5)		$	(15.5)		$	(17.5)
Right-of-use assets obtained in exchange for lease obligations
- Operating leases	$	0.2		$	1.9		$	23.9
Reduction to Right-of-use assets resulting from reductions to lease obligations
- Operating leases	$	0.1		$	7.0		$	2.3
Weighted Averages
- Operating leases, remaining lease terms (years)	7.3			8.1			8.8
- Operating leases, average discount rate	5.0		%	5.0		%	5.0		%

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Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Apollo’s indirect subsidiary, Apollo Asset Management Europe PC LLP (“AAME”), serves as the investment manager for the Company and certain of the Company’s subsidiaries, and Apollo’s indirect subsidiary, Apollo Management Holdings, L.P. (“AMH”), provides the Company with management consulting services and advisory services.

Additionally, certain employees of Apollo and its affiliates serve on the Board.

A description of relationships and transactions that have existed or that the Company and certain of the Company’s subsidiaries has entered into with Apollo and its affiliates are described below.

Investment Management Relationships

AAME provides centralized asset management investment advisory and risk services for the portfolio of the Company’s investments and investments of such subsidiaries pursuant to the investment management agreements (“IMAs”) that have been entered into with AAME.

In addition, pursuant to the IMAs, AAME may engage sub-advisors or delegates to provide certain of the investment advisory and management services to the Company’s subsidiaries. Such sub-advisors may include affiliates of AAME.

Under each of the IMAs, AAME will be paid an annual investment management fee (the “Management Fee”) which will be based on a cost-plus structure. The “cost” is comprised of the direct and indirect fees, costs, expenses and other liabilities arising in or otherwise connected with the services provided under the IMAs. The “plus” component will be a mark-up in an amount of up to 25% determined based on an applicable transfer pricing study. The Management Fee will be subject to certain maximum threshold levels, including an annual fee cap of 15 bps of the total amount of investable assets. Affiliated sub-advisors, including AMI and AMC, will also earn additional fees for sub-advisory services rendered.

During the year ended December 31, 2023, the Company recognized IMA fees of $9.4 million (2022 — $4.9 million; 2021 — $5.8 million), of which $2.1 million (2022 — $4.5 million) remains payable to AAME at year end.

Management Consulting Agreement

As previously disclosed, the Company entered into a Management Consulting Agreement, dated March 28, 2019 (the “Management Consulting Agreement”), with AMH. Pursuant to the Management Consulting Agreement, AMH will provide the Company management consulting and advisory services related to the business and affairs of the Company and its subsidiaries. The Company will pay AMH in consideration for its services under the Management Consulting Agreement, an annual management consulting fee equal to the greater of (i) 1% of the consolidated net income of the Company and its subsidiaries for the applicable fiscal year, or (ii) $5 million.

During the year ended December 31, 2023, the Company recognized Management Consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million), of which $1.2 million remains payable to AMH at year end (2022 — $1.3 million).

Related Party Investments

During the year, the Company bought or held the following securities or investments in Apollo:

As at December 31, 2023, the Company’s investment in Funds managed by Apollo had a fair value of $39.8 million (2022 — $38.0 million). These investments are included in other investments on the consolidated balance sheet. The Company incurred losses of $0.4 million (2022 — gains of $3.1 million) and they are included in net investment income on the consolidated statement of operations and other comprehensive income. There were no expenses incurred relating to any of these investments. Expenses as outlined in the previous sentence and subsequent disclosures in this Related Party Investments section relate to investment management fees paid to Apollo.

As at December 31, 2023, the Company’s investment in Notes issued by special purpose vehicles (SPVs) established and managed by subsidiaries of Apollo had a fair value of $82.2 million (2022 — $44.8 million). The Company recognized income of $5.5 million (2022 — losses of $0.4 million) which is included in the consolidated statement of operations and other comprehensive income. These investments are included in privately-held investments on the consolidated balance sheet. There were no expenses incurred relating to any of these investments.

As at December 31, 2023, the Company’s investments in Collateralized Loan Obligations (“CLOs”) issued by special purpose vehicles established and managed by subsidiaries of Apollo had a fair value of $129.8 million (2022 — $Nil). Income earned on these investments was $17.4 million (2022 — $Nil) and is included in the consolidated statement of operations and other comprehensive income. These investments are included in fixed income maturities, trading at fair value on the consolidated balance sheet. For the year ended December 31, 2023, the Company incurred expenses of $0.5 million related to these investments.

As at December 31, 2023, the Company’s investments in Middle Market Loans originated and managed by a subsidiary of Apollo had a fair value of $45.1 million (2022 — $Nil). The Company recognized income of $5.8 million (2022 — $Nil) which is included in the consolidated statement of operations and other comprehensive income. The Middle Market Loans are included in privately-held investments on the consolidated balance sheet. For the year ended December 31, 2023, the Company incurred expenses of $0.2 million related to these investments.

The above transactions were entered into at arm’s length.

Other Payables to Related Parties

As at year end December 31, 2023, the Company had an intercompany payable balance of $1.2 million (2022 — $2.0 million), due to its parent, Highlands Bermuda Holdco, Ltd.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingent Liabilities

(a)Restricted assets

The Company’s subsidiaries are obliged by the terms of its contractual obligations to U.S. policyholders and by obligations to certain regulatory authorities to facilitate issue of letters of credit or maintain certain balances in trust funds for the benefit of policyholders.

The following table details the forms and value of Company’s material restricted assets as at December 31, 2023 and 2022:

	As at December 31, 2023			At December 31, 2022
	($ in millions, except percentages)
Regulatory trusts and deposits:
Affiliated transactions	$	660.8		$	707.1
Third party	2,714.4			2,817.7
Letters of credit / guarantees(1)	172.0			471.3
Total restricted assets (excluding illiquid assets)	3,547.2			3,996.1
Other investments — illiquid assets	209.3			221.3
Total restricted assets and illiquid assets	$	3,756.5		$	4,217.4
Total as percent of cash and invested assets (2)	50.2		%	59.4		%

(1)As at December 31, 2023, the Company had pledged funds of $172.0 million (December 31, 2022 — $471.3 million) as collateral for the secured letters of credit.

(2)Investable assets comprise total investments, cash and cash equivalents, accrued interest, receivables for securities sold and payables for securities purchased.

Investment Funds. We invest in investment funds which, as is typical for this type of investment, have lock-up periods. A lock-up period is the initial amount of time an investor is contractually required to remain invested before having the ability to redeem. As at December 31, 2023, the lock-up periods across these funds range from one quarter to several years. Thereafter these funds could also be redeemed on a pro-rata basis depending on the liquidity position of the fund. There are no assurances as to when the Company may be able to withdraw, in whole or in part, its redemption request from the fund.

Other Investments - Equity Method. On December 23, 2019, the Company committed $5.0 million as an equity investment in the holding company of a multi-line reinsurer. The strategy for the multi-line reinsurer is to combine a diversified reinsurance business, focused primarily on long-tailed lines of property and casualty business and, potentially to a lesser extent, life business, with a diversified investment strategy. During the period ending December 31, 2023, $0.4 million (December 31, 2022 — $1.6 million) capital was invested in multi-line reinsurer.

The Company’s current arrangements with our bankers for the issue of letters of credit require us to provide collateral in the form of cash and investments for the full amount of all secured and undrawn letters of credit that are outstanding. We monitor the proportion of our otherwise liquid assets that are committed to trust funds or to the collateralization of letters of credit. As at December 31, 2023 and 2022, these funds amounted to approximately 50.2% of the $7.5 billion and approximately 59.4% of the $7.1 billion of investable assets held by the Company, respectively. We do not consider that this unduly restricts our liquidity at this time. For more information on our credit facilities and long-term debt arrangements, refer to Note 24, “Credit Facility and Long-term Debt” of these consolidated financial statements.

Funds at Lloyd’s. AUL operates at Lloyd’s as the corporate member for Syndicate 4711. AUL also participates in underwriting activities of Carbon Syndicate 4747. Lloyd’s determines required regulatory capital by considering the underwriting activities that AUL participates in. Such capital, called Funds at Lloyd’s, consists of investable assets as at December 31, 2023 in the amount of $517.4 million (2022 — $489.5 million).

The amounts provided as Funds at Lloyd’s will be drawn upon and become a liability of the Company in the event of Syndicate 4711 declaring a loss at a level that cannot be funded from other resources, or if Syndicate 4711 requires funds to cover a short-term liquidity gap. The amount which the Company provides as Funds at Lloyd’s is not available for distribution to the Company for the payment of dividends. Aspen Managing Agency Limited, the managing agent to Syndicate 4711, is also required by Lloyd’s to maintain a minimum level of capital which as at December 31, 2023 was £0.5 million (December 31, 2022 — £0.4 million). This is not available for distribution by the Company for the payment of dividends.

U.S. Reinsurance Trust Fund. For its U.S. reinsurance activities, Aspen UK has established and must retain a multi-beneficiary U.S. trust fund for the benefit of its U.S. cedants so that they may take financial statement credit without the need to post cedant-specific security. The minimum trust fund amount is $20.0 million plus an amount equal to 100% of Aspen UK’s U.S. reinsurance liabilities, which were $823.5 million as at December 31, 2023 and $1,166.4 million as at December 31, 2022. As at December 31, 2023, the balance (including applicable letter of credit facilities) held in the trust was $1,016.9 million (2022 — $1,389.5 million).

Aspen Bermuda has also established and must retain a multi-beneficiary U.S. trust fund for the benefit of its U.S. cedants so that they may take financial statement credit without the need to post cedant-specific security. The minimum trust fund amount is $20.0 million plus an amount equal to 100% of Aspen Bermuda’s liabilities to its U.S. cedants which was $320.6 million and $380.3 million as at December 31, 2023 and 2022, respectively. As at December 31, 2023, the balance held in the U.S. trust fund and other Aspen Bermuda trusts was $394.7 million (2022 — $509.2 million).

U.S. Surplus Lines Trust Fund. Aspen UK and Syndicate 4711 have also established a U.S. surplus lines trust fund with a U.S. bank to secure liabilities under U.S. surplus lines policies. The balance held in trust as at December 31, 2023 was $126.6 million (2022 — $215.1 million).

U.S. Regulatory Deposits. As at December 31, 2023, Aspen Specialty had a total of $6.8 million (2022 — $6.7 million) on deposit with six U.S. states in order to satisfy state regulations for writing business in those states. AAIC had a further $6.4 million (2022 — $6.5 million) on deposit with twelve U.S. states.

Canadian Trust Fund. Aspen UK has established a Canadian trust fund with a Canadian bank to secure a Canadian insurance license. As at December 31, 2023, the balance held in trust was CAD$228.4 million ($168.4 million) (2022 — CAD$185.8 million).

Australian Trust Fund. Aspen UK has established an Australian trust fund with an Australian bank to secure policyholder liabilities and as a condition for maintaining an Australian insurance license. As at December 31, 2023, the balance held in trust was AUD$131.0 million ($86.9 million) (2022 — AUD$183.9 million).

Swiss Trust Fund. Aspen UK has established a Swiss trust fund with a Swiss bank to secure policyholder liabilities and as a condition for maintaining a Swiss insurance license. As at December 31, 2023, the balance held in trust was CHF9.9 million ($11.4 million) (2022 — CHF9.4 million).

Singapore Fund. Aspen UK has established a segregated Singaporean bank account to secure policyholder liabilities and as a condition for maintaining a Singaporean insurance license and meet local solvency requirements. As at December 31, 2023, the balance in the account was SGD$192.1 million ($144.0 million) (2022 — SGD$174.7 million).

(b)     Contingent liabilities    

In common with the rest of the insurance and reinsurance industry, the Company is also subject to litigation and arbitration in the ordinary course of business. The Company’s Operating Subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential disputes, resulting from questions of insurance or reinsurance coverage or claims activities. Pursuant to insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution. Such legal proceedings are considered in connection with estimating the Company’s Insurance Reserves — Loss and Loss Adjustment Expenses, as provided on the Company’s consolidated balance sheet.

In some jurisdictions, noticeably the U.S., a failure to deal with such disputes or potential disputes in an appropriate manner could result in an award of “bad faith” punitive damages against the Company’s Operating Subsidiaries. In accordance with ASC 450-20-50-3, for (a) reasonably possible losses for which no accrual is made because any of the conditions for accrual in ASC 450-20-25-2 are not met and (b) reasonably possible losses in excess of the amounts accrued pursuant to ASC 450-20-30-1, the Company will provide an estimate of the possible loss or range of possible loss or state that such an estimate cannot be made.

As at December 31, 2023, based on available information the probability of the ultimate resolution of pending or threatened litigation or arbitrations having a material effect on the Company’s financial condition, results of operations or liquidity is remote.

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Concentration of Credit Risk

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company is potentially exposed to concentrations of credit risk in respect of amounts recoverable from reinsurers, investments and cash and cash equivalents, and insurance and reinsurance balances owed by the brokers with whom the Company transacts business.

The Company defines credit risk tolerances in line with the risk appetite set by our Board and they, together with the group’s risk management function, monitor exposures to individual counterparties. Any exceptions are reported to senior management and the Risk Committee of the Board of Directors.

Reinsurance recoverables

At December 31, 2023, the total amount recoverable by the Company from reinsurers was $4,577.8 million (December 31, 2022 — $4,897.7 million). Of the Company’s reinsurance recoverable balance at December 31, 2023, 56.8% is collateralized by our reinsurers, 42.9% is recoverable from reinsurers rated A- or higher by major rating agencies and 0.3% is recoverable from reinsurers rated lower than A- by major rating agencies (December 31, 2022 — 57.3%, 42.3% and 0.4%, respectively). As at December 31, 2023, the Company’s largest uncollateralized exposures to individual reinsurers represent 15.9% (December 31, 2022 —16.3%), 11.1% (December 31, 2022 — 9.7%), and 9.2% (December 31, 2022 — 8.2%).

Under the current expected credit loss model (“CECL”), the Company recognized a provision against reinsurance recoverables of $3.7 million as at December 31, 2023 (December 31, 2022 — $3.7 million). For the twelve months ended December 31, 2023, there was a no change in the CECL allowance on reinsurance recoverables.

Underwriting premium receivables

The total underwriting premium receivable by the Company as at December 31, 2023 was $1,435.3 million (2022 — $1,482.4 million). As at December 31, 2023, $8.7 million of the total underwriting premium receivable balance has been due for settlement for more than one year. The Company assesses the recoverability of premium receivables through a review of policies and the concentration of receivables by broker. The Company has recognized an allowance for credit losses of $21.0 million as at December 31, 2023 (December 31, 2022 — $25.0 million) on underwriting premium receivables.

Investments and cash and cash equivalents

The Company’s investment policies include specific provisions that limit the allowable holdings of a single issue and issuer. As at December 31, 2023, there were no investments in any single issuer, other than the U.S. government and the Canadian government in excess of 2% of the aggregate investment portfolio.

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Reclassifications from Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Reclassifications from Accumulated Other Comprehensive Income

Reclassifications from Accumulated Other Comprehensive Income

The following table sets out the components of the Company’s AOCI that are reclassified into the condensed consolidated statement of operations for the twelve months ended December 31, 2023, 2022 and 2021:

	Amount Reclassified from AOCI
Details about the AOCI Components	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021		Affected Line Item in the  Consolidated Statement of Operations
	($ in millions)
Available for sale:
Realized (gains) on sale of securities	$	(2.2)	$	(3.9)	$	(24.8)	Realized and unrealized investment gains
Realized losses on sale of securities	42.4		58.9		4.4		Realized and unrealized investment losses
	40.2		55.0		(20.4)		Income from operations before income tax
Tax on net realized gains of securities	(6.6)		—		—		Income tax (expense)/benefit
	$	33.6	$	55.0	$	(20.4)	Net income
Realized derivatives:
Net realized gains on settled derivatives	(8.1)		15.4		(6.2)		General, administrative and corporate expenses
Tax on settled derivatives	—		—		—		Income tax (expense)/benefit
	$	(8.1)	$	15.4	$	(6.2)	Net income
Total reclassifications from AOCI to the statement of operations, net of income tax	$	25.5	$	70.4	$	(26.6)	Net income

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Credit Facilities and Long-term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Credit Facilities and Long-term Debt

Credit Facilities and Long-term Debt

In the normal course of its operations, the Company enters into agreements with financial institutions to obtain financing through secured and unsecured credit facilities. As at December 31, 2023, the total capital under such facilities available to the Company was approximately $2.3 billion, with the significant facilities as follows:

Credit Facilities

(i) On December 1, 2021, Aspen Holdings and certain of its direct or indirect subsidiaries (collectively, the “Borrowers”) entered into a Third Amended and Restated Credit Agreement, as further amended from time to time (the “Credit Agreement”) with various lenders and Barclays Bank plc, as administrative agent, which amends and restates the Amended and Restated Credit Agreement, dated as of June 12, 2013 and the Second Amended and Restated Credit Agreement, dated as of March 27, 2017, among Aspen Holdings, certain subsidiaries thereof, various lenders and Barclays Bank plc, as administrative agent. The Credit Agreement will be used by the Borrowers to finance the working capital needs of the Aspen Holdings and its subsidiaries, for letters of credit in connection with the insurance and reinsurance businesses of the Company and its subsidiaries and borrowings for other general corporate purposes. Initial availability under the Credit Agreement is $300,000,000 and the Company has the right to request (subject to the terms and conditions of the Credit Agreement) an increase to the credit facility by up to $100,000,000. The Credit Agreement will expire on December 1, 2026.

As at December 31, 2023, there were no borrowings outstanding under the Credit Agreement. The fees and interest rates on the loans and the fees on the letters of credit payable by the Borrowers under the Credit Agreement are based upon the credit ratings for the Company’s long-term unsecured senior, non-credit enhanced debt rating of the Company, as determined by S&P and Moody’s. In addition, the fees for a letter of credit vary based upon whether the applicable Borrower has provided collateral (in the form of cash or qualifying debt securities) to secure its reimbursement obligations with respect to such letter of credit.

Under the Credit Agreement, the Company must not permit (a) consolidated tangible net worth as at the last day of each fiscal quarter of the Company to be less than the sum of (i) $2,019,600,000, (ii) 25% of consolidated net income during the period from January 1, 2021 to and including such last day of such fiscal quarter (if positive) and (iii) 25% of the aggregate net cash proceeds of all issuances by the Company of shares of its capital stock during the period from January 1, 2021 to and including such last day of such fiscal quarter, but excluding (x) any amount included in the Company’s accumulated other comprehensive income or loss related to unrealized gains or losses on available for sale securities and (y) during the period from January 1, 2022, any amount included in net unrealized investment gains or losses, related to unrealized gains or losses on trading securities, (b) the ratio of its total consolidated debt to the sum of such debt plus our consolidated tangible net worth to exceed 35% as at the last day of any fiscal quarter of the Company or (c) any material insurance subsidiary to have a financial strength rating of less than “B++” from A.M. Best. The Credit Agreement contains other customary affirmative and negative covenants, including (subject to various exceptions) restrictions on the ability of the Company and its subsidiaries to incur indebtedness, create or permit liens on their assets, engage in mergers or consolidations, dispose of assets, pay dividends or other distributions, purchase or redeem the Company’s equity securities, make investments and enter into transactions with affiliates. In addition, the Credit Agreement has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control and cross-default to other debt agreements.

Other Credit Facilities.

(ii)     On February 7, 2019, Aspen European and Aspen Holdings (acting as guarantor of Aspen European) entered into a letter of credit facility for the purpose of obtaining a letter of credit in favor of Aspen UK for a sum not to exceed $100 million to provide approved regulatory capital for Aspen UK. A letter of credit was issued in favor of Aspen UK for a sum of $100 million. This facility was amended and restated with respect to February 7, 2023, pursuant to which the $100 million letter of credit was extended to February 11, 2027.

(iii) On October 24, 2023, AUL and Aspen Holdings (acting as guarantor of AUL), effected an amendment to a letter of credit facility agreement for the account of AUL, pursuant to which a syndicate of lenders issued a several letter of credit in an aggregate amount of $335,000,000, for the benefit of Lloyd’s, to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s. This further amended the letter of credit facility agreement, dated November 3, 2020, entered into between AUL, Aspen Holdings (acting as guarantor of AUL) and various lenders, for the account of AUL, pursuant to which a lender provided a maximum aggregate amount of $235,000,000, to support AUL’s Funds at Lloyd’s requirements in connection with the 2021 year of account at Lloyd’s, as amended on May 7, 2021, November 1, 2021, May 6, 2022 and October 27, 2022, in connection with the 2021, 2022 and 2023 underwriting years of account at Lloyd’s, as applicable.

(iv)    On November 29, 2023, AUL and Aspen Holdings (acting as guarantor of AUL) amended a Funds at Lloyd’s Facility Agreement dated November 25, 2020, as amended on December 2, 2021 and as further amended on December 1, 2022, for the account of AUL. This facility provides that a maximum aggregate amount of up to $80.0 million of acceptable securities may be deposited with, and for the benefit of, Lloyd’s on behalf of AUL to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s.

(v)    On November 30, 2023, AUL and Aspen Bermuda (acting as AUL’s guarantor) amended and restated a Funds a Lloyd’s Facility Agreement originally dated November 30, 2020, as amended on November 30, 2021 and as amended and restated on December 2, 2022, for the account of AUL. This facility provides that a maximum aggregate amount of up to $150 million of acceptable securities may be deposited with, and for the benefit of, Lloyd’s on behalf of AUL to support AUL’s Funds at Lloyd’s requirements in connection with the 2024 year of account at Lloyd’s.

(vi)    On April 1, 2021, the Company’s subsidiaries, AAIC and Aspen Specialty, each established a secured line of credit at Federal Home Loan Bank of Boston (“FHLBB”). Advances may be used to support general corporate purposes. The maximum amount available under these facilities will vary based on the borrower’s net admitted assets or reserve assets (total invested assets) and the lender’s underwriting criteria. Aspen Specialty’s maximum borrowing capacity available from FHLBB upon initial application is 15% of net admitted assets or approximately $250 million, and is subject to North Dakota approval. Under Texas state insurance law, without the prior consent of the Texas Department of Insurance, the amount of assets AAIC may pledge to secure debt obligations is limited to 10% of its reserve assets, resulting in a maximum borrowing capacity for AAIC under its FHLBB facility of approximately $174 million. Neither AAIC nor Aspen Specialty expects to draw on these facilities in the near future.

(vii)    On November 5, 2021, Aspen Holdings entered into a letter of credit facility agreement. The letter of credit issued under this facility is the for the benefit of Aspen Bermuda, as beneficiary, and has been applied towards the eligible capital of Aspen Bermuda, and classified as ancillary Tier 3 capital of such entity, in accordance with applicable Bermuda laws

and regulations. The total commitment under the facility is $100,000,000. A letter of credit in the full amount of the available commitment has been issued to Aspen Holdings under this facility.

(viii)    On December 29, 2021, Aspen Holdings entered into a committed letter of credit facility agreement. The letter of credit issued under this facility is for the benefit of Aspen Bermuda, as beneficiary, and has been applied towards the eligible capital of Aspen Bermuda, and classified as ancillary Tier 3 capital of such entity, in accordance with applicable Bermuda laws and regulations. The total commitment under the facility is $75,000,000. A letter of credit in the full amount of the available commitment has been issued to Aspen Holdings under this facility.

(ix)    On November 15, and 20, 2023, Aspen Bermuda and Aspen UK each signed a Global Master Repurchase Agreement with two selected banks to enable bilateral repurchase agreement to be entered, with cash and US Government Bonds as eligible collateral for the margin transfer. Advances may be used to support general corporate purposes. As of December 31, 2023, no active repurchase agreement has been entered with either of the banks.

The above credit facilities include certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, consolidated tangible net worth, and minimum financial strength ratings, with such financial covenants largely consistent with these set forth in the Credit Agreement. In addition, the agreements include default covenants, which could require the Company to fully secure the outstanding amounts thereunder and/or result in the Company not being allowed to issue any new letters of credit.

At December 31, 2023, no conditions of default existed under these facilities.

Debt Facilities

On July 26, 2023, the Company entered into a $300.0 million term loan facility at a borrowing rate of Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, which will adjust depending on the form of the loan and long-term debt rating of Aspen Holdings, as determined by specified rating issuers from time to time. The Company drew down on the term loan on November 9, 2023 due November 9, 2026 (the “2026 Term Loan”) and the proceeds were used to settle the 2023 Senior Notes. Subject to applicable law, the 2026 Term Loan will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The Company has recorded the long-term debt at amortized cost in the consolidated balance sheet. Interest incurred on the long-term debt is included within interest expense in the consolidated statement of operations. The interest expense for the twelve months ended December 31, 2023 was $3.0 million (December 31, 2022 —$Nil).

The following table summarizes our contractual obligations under long-term debt as at December 31, 2023.

	Payments Due By Period
Contractual Basis	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	($ in millions)
Long-term Debt Obligations	$	—	$	300.0	$	—	$	—	$	300.0

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Credit Losses

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Allowance for Expected Credit Losses

Allowance for Expected Credit Losses

The following tables summarize the Company’s allowance for expected credit losses for the twelve months ended December 31, 2023 and December 31, 2022 in available for sale investments, reinsurance recoverables and receivables:

Available for Sale Investments	December 31,
	2023		2022
	($ in millions)
Balance at the beginning of the period	$	7.7	$	2.7
Additions to the allowance for credit losses on securities for which credit losses were not previously recognized	0.3		5.4
Increases/(decreases) to the allowance for credit losses on securities that had an allowance in the prior period	(3.6)		0.2
Reductions to the allowance for securities sold	(1.5)		(0.6)
Balance at the end of the period	$	2.9	$	7.7

	December 31, 2023				December 31, 2022
	Reinsurance Recoverables		Receivables		Reinsurance Recoverables		Receivables
	($ in millions)				($ in millions)
Balance at the beginning of the year	$	3.7	$	25.0	$	3.3	$	30.2
Movement in the year	—		(4.0)		0.4		(5.2)
Balance at the end of the year	$	3.7	$	21.0	$	3.7	$	25.0

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Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On March 1, 2024, the Company’s Board of Directors declared the following dividends:

	Dividend		Payable on:	Record Date:
5.950% Preference Shares (AHL PRC)	$	0.3719	April 1, 2024	March 15, 2024
5.625% Preference Shares (AHL PRD)	$	0.3516	April 1, 2024	March 15, 2024
5.625% Preference Shares, represented by depositary shares (AHL PRE)(1)	$	351.56	April 1, 2024	March 15, 2024

 ______________

(1)     The 5.625% Preference Shares are represented by depositary shares, each representing a 1/1000th interest in a share of the 5.625% Preference Shares. The dividend paid per depositary share is likewise 1/1000th of the declared dividend, equivalent to $0.35156 per depositary share.

The Company also paid an ordinary shares dividend of $25 million to Highlands Bermuda Holdco, Ltd. on March 21, 2024.

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Schedule I - Investments

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract]

SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Text Block]

SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS

OTHER THAN INVESTMENTS IN RELATED PARTIES

For the Twelve Months Ended December 31, 2023

($ in millions)

Type of investment	Amortized Cost or Cost		Fair Value		Amount at which shown in the Balance Sheet
Fixed income maturities
U.S. government	$	1,473.6	$	1,448.1	$	1,448.1
U.S. agency	7.5		7.2		7.2
Municipal	136.9		131.2		131.2
Corporate	2,229.9		2,130.8		2,130.8
High yield loans	90.8		92.1		92.1
Non-U.S. government-backed corporate	115.1		109.0		109.0
Non-U.S. government	315.7		308.6		308.6
Asset-backed	936.0		908.2		908.2
Non-agency commercial mortgage-backed	6.6		5.8		5.8
Agency mortgage-backed	544.9		467.3		467.3
Total fixed income securities	$	5,857.0	$	5,608.3	$	5,608.3
Short term investments	$	95.7	$	95.7	$	95.7
Catastrophe bonds	$	1.6	$	1.6	$	1.6
Privately held investments (1)	$	509.6	$	437.1	$	489.9
Investments, equity method			$	7.6	$	7.6
Other investments at fair value (2)			$	169.6	$	209.3
Total investments			$	6,319.8	$	6,412.4

_________________

(1) Privately-held investments excludes related party investments totaling $112.4 million.

(2) Other investments excludes related party investments of $23.9 million in Apollo Real Estate Fund and $15.9 million in Apollo Origination Partnership.

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Schedule II - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2023

Condensed Financial Information Disclosure [Abstract]

Schedule II - Condensed Financial Information of Registrant

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

As at December 31, 2023 and 2022

	As at December 31, 2023		As at December 31, 2022
	($ in millions, except per share amounts)
ASSETS
Fixed income maturities (trading)	43.2		40.5
Cash and cash equivalents	43.5		44.4
Investments in subsidiaries (1)	3,284.2		2,767.9
Intercompany funds due from affiliates	4.3		1.7
Right-of-use operating lease assets	1.5		2.0
Other assets	5.6		5.9
Total assets	$	3,382.3	$	2,862.4
LIABILITIES
Accrued expenses and other payables	27.8		22.3
Intercompany funds due to affiliates	144.7		180.5
Long-term debt	300.0		—
Short-term debt	—		299.9
Operating lease liabilities	1.3		1.7
Total liabilities	$	473.8	$	504.4
SHAREHOLDERS’ EQUITY
Ordinary shares	$	0.6	$	0.6
Preference shares	753.5		753.5
Additional paid in capital	761.2		761.2
Retained earnings	1,793.5		1,349.0
Accumulated other comprehensive income, net of taxes:
Unrealized (loss) on investments	(227.6)		(333.2)
(Loss)/gain on derivatives	(0.2)		13.8
Cumulative (losses) on foreign currency translation adjustments	(172.5)		(186.9)
Total accumulated other comprehensive (loss)	(400.3)		(506.3)
Total shareholders’ equity	2,908.5		2,358.0
Total liabilities and shareholders’ equity	$	3,382.3	$	2,862.4

____________________

(1)    The Company’s investment in subsidiaries is accounted for under the equity method and adjustments to the carrying value of these investments are made based on the Company’s share of capital, including share of income and expenses. Changes in the value were recognized in realized and unrealized investment gains and losses in the statement of operations.

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE II  - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Continued

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended December 31, 2023, 2022 and 2021

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021
	($ in millions)
Operating Activities:
Equity in net earnings/(losses) of subsidiaries and other investments, equity method	$	304.7	$	14.2	$	(90.5)
Dividend income	364.4		121.7		193.0
Net realized and unrealized investment gains/(losses)	1.1		(4.0)		(0.5)
Other income	3.2		1.0		—
Total revenues	673.4		132.9		102.0
Expenses:
General, administrative and corporate expenses	(121.3)		(62.7)		(54.6)
Interest expense	(15.6)		(14.3)		(14.3)
Other expense	(1.8)		(4.8)		(3.3)
Income from operations before income taxes	534.7		51.1		29.8
Income tax expense	—		—		—
Net income	534.7		51.1		29.8
Other comprehensive income/(loss), net of taxes:
Change in unrealized gains/(losses) on investments	105.6		(367.8)		(158.6)
Net change from current period hedged transactions	(14.0)		15.4		(6.2)
Change in foreign currency translation adjustment	14.4		(30.9)		21.4
Other comprehensive income/(loss), net of tax	106.0		(383.3)		(143.4)
Comprehensive Income /(loss)	$	640.7	$	(332.2)	$	(113.6)

ASPEN INSURANCE HOLDINGS LIMITED

SCHEDULE II  - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Continued

STATEMENTS OF CASH FLOWS

For the Twelve Months Ended December 31, 2023, 2022 and 2021

	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021
	($ in millions)
Cash Flows From Operating Activities:
Net income (excluding equity in net earnings of subsidiaries)	$	230.0	$	36.9	$	120.3
Adjustments:
Realized and unrealized (gains)/losses	(14.8)		19.7		(6.7)
Loss/(gain) on derivative contracts	14.0		(15.4)		6.2
Amortization of right-of-use operating lease assets	0.5		0.5		0.5
Interest on operating lease liabilities	0.1		0.1		0.1
Change in other assets	0.3		2.1		(1.6)
Change in accrued expenses and other payables	5.5		(3.2)		1.4
Change in intercompany activities	(38.4)		41.1		35.0
Change in right-of use assets	—		—		(2.0)
Change in operating lease liabilities	(0.5)		(0.6)		1.5
Net cash provided by operating activities	196.7		81.2		154.7
Cash Flows From Investing Activities:
(Purchases)/proceeds of fixed income securities	(8.1)		(10.0)		(42.6)
Proceeds from sales and maturities of fixed maturities, trading	6.4		7.8		—
Investment in subsidiaries	(105.7)		5.0		(115.0)
Net cash (used in)/provided by investing activities	(107.4)		2.8		(157.6)
Cash Flows From Financing Activities:
Repayment of short-term debt	(300.0)		—		—
Proceeds from term loan facility	300.0		—		—
Dividends paid on ordinary shares	(40.3)		(40.0)		—
Dividends paid on preference shares	(49.9)		(44.6)		(44.5)
Net cash (used in) financing activities	(90.2)		(84.6)		(44.5)
(Decrease) in cash and cash equivalents	(0.9)		(0.6)		(47.4)
Cash and cash equivalents — beginning of period	44.4		45.0		92.4
Cash and cash equivalents — end of period	$	43.5	$	44.4	$	45.0

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Schedule III - Supplementary Insurance Information

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Abstract]

Schedule III - Supplementary Insurance Information

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

For the Twelve Months Ended December 31, 2023, 2022 and 2021

Supplementary Information     

($ in millions)

Year Ended December 31, 2023	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	201.5	$	1,373.1	$	644.5	$	1,154.5			$	611.1	$	208.6	$	1,098.0	$	120.6
Insurance	94.7		1,859.7		1,048.3		1,460.0				941.9		171.6		1,483.9		233.9
Total	$	296.2	$	3,232.8	$	1,692.8	$	2,614.5	$	275.7	$	1,553.0	$	380.2	$	2,581.9	$	354.5

Year to date December 31, 2022	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	227.2	$	1,360.7	$	862.4	$	1,251.8			$	770.3	$	252.4	$	1,426.4	$	142.5
Insurance	91.8		1,452.5		857.8		1,436.9				909.7		179.4		1,469.6		244.0
Total	$	319.0	$	2,813.2	$	1,720.2	$	2,688.7	$	188.1	$	1,680.0	$	431.8	$	2,896.0	$	386.5

Year to date December 31, 2021	Deferred Policy Acquisition Costs		Net Reserves for Losses and LAE		Net Reserves for Unearned Premiums		Net Earned Premiums		Net Investment Income		Losses and LAE Expenses		Policy Acquisition Expenses		Net Written Premiums		General and Administrative Expenses
Reinsurance	$	205.2	$	2,148.4	$	688.6	$	1,118.8			$	705.2	$	221.6	$	1,199.0	$	121.3
Insurance	85.6		2,165.3		827.6		1,291.7				988.1		192.5		1,388.7		211.8
Total	$	290.8	$	4,313.7	$	1,516.2	$	2,410.5	$	147.5	$	1,693.3	$	414.1	$	2,587.7	$	333.1

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Schedule IV - Reinsurance

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-17, Insurance Companies, Reinsurance [Abstract]

Schedule IV - Reinsurance

SCHEDULE IV - REINSURANCE

For the Twelve Months Ended December 31, 2023, 2022 and 2021

Premiums Written

	Direct		Assumed		Ceded		Net Amount
	($ in millions)
2023	$	2,446.6	$	1,521.0	$	(1,385.7)	$	2,581.9
2022	$	2,531.7	$	1,807.0	$	(1,442.7)	$	2,896.0
2021	$	2,341.4	$	1,597.0	$	(1,350.7)	$	2,587.7

Premiums Earned

	Gross Amount		Assumed From Other Companies		Ceded to Other Companies		Net Amount		Percentage of Amount Assumed to Net
	($ in millions, except for percentages)
2023	$	2,444.8	$	1,562.0	$	(1,392.3)	$	2,614.5	59.7	%
2022	$	2,370.8	$	1,617.2	$	(1,299.3)	$	2,688.7	60.1	%
2021	$	2,139.1	$	1,479.2	$	(1,207.8)	$	2,410.5	61.4	%

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Schedule V - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule V - Valuation and Qualifying Accounts

SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS

For the Twelve Months Ended December 31, 2023, 2022 and 2021

 The following table shows the movement in the Company’s bad debt provision during the twelve months ended December 31, 2023, 2022 and 2021:

	Balance at Beginning  of Year		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of  Year
Provisions for Bad Debt	($ in millions)
2023
Premiums receivable from underwriting activities	$	25.0	$	(4.0)	$	—	$	—	$	21.0
Reinsurance	$	—	$	—	$	—	$	—	$	—
2022
Premiums receivable from underwriting activities	$	30.2	$	(5.2)	$	—	$	—	$	25.0
Reinsurance	$	—	$	—	$	—	$	—	$	—
2021
Premiums receivable from underwriting activities	$	34.0	$	(3.8)	$	—	$	—	$	30.2
Reinsurance	$	—	$	—	$	—	$	—	$	—

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Basis of Preparation and Significant Accounting Policies Basis of Preparation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates Assumptions and estimates made by management have a significant effect on the amounts reported within the consolidated financial statements. The most significant of these relate to losses and loss adjustment expenses, reinsurance recoverables, gross written premiums and commissions which have not been reported to the Company such as those relating to proportional treaty reinsurance contracts, unrecognized tax benefits, recoverability of deferred tax assets, the fair value of derivatives and the fair value of other and privately-held investments. All material assumptions and estimates are regularly reviewed and adjustments made as necessary but actual results could be significantly different from those expected when the assumptions or estimates were made.

Accounting for Insurance and Reinsurance Operations

Accounting for Insurance and Reinsurance Operations

Premiums Earned. Premiums are generally recorded as written on the inception date of a policy. For proportional reinsurance treaty contracts, written premiums are generally recorded as the reinsured policies attach to the treaty. For multi-year insurance or reinsurance contracts, written premiums are recorded based on the contract terms. Premiums are recognized as revenues proportionately over the coverage period. Premiums earned are recorded in the consolidated statements of operations, net of the cost of purchased reinsurance. Premiums written which are not yet recognized as earned premium are recorded in the consolidated balance sheet as unearned premiums. Written and earned premiums and the related costs include estimates for premiums which have not been finally determined. These relate mainly to contractual provisions for the payment of adjustment or additional premiums, premiums payable under proportional treaties and delegated underwriting authorities, and reinstatement premiums.

Adjustment and additional premiums are premiums charged which relate to experience during the policy term. The proportion of adjustable premiums included in the premium estimates varies between business lines with the largest adjustment

premiums being in property and casualty reinsurance, marine, aviation and energy insurance and the smallest in property and casualty insurance.

Premiums under proportional treaty contracts and delegated underwriting authorities are generally not reported to the Company until after the reinsurance coverage is in force. As a result, an estimate of these “pipeline” premiums is recorded. The Company estimates pipeline premiums based on projections of ultimate premium taking into account reported premiums and expected development patterns.

Reinstatement premiums on assumed excess of loss reinsurance contracts are provided based on experience under such contracts. Reinstatement premiums are the premiums charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence. The original premiums are recognized as revenue in full at the date of loss, with the reinstatement premiums recognized as revenue over the remaining cover term. Reinstatement premiums provide future insurance cover for the remainder of the initial policy term. An allowance for uncollectible premiums is established for possible non-payment of premium receivables, as deemed necessary.

Credit Losses on Underwriting Premiums Receivable. Underwriting premium receivable balances are reported net of an allowance for expected credit losses. The allowance, based on ongoing review and monitoring of amounts outstanding, historical loss data, including write-offs and other current economic factors, is charged to net income in the period the receivable is recorded and revised in subsequent periods to reflect changes in the Company’s estimate of expected credit losses. For most insurance policies, credit risk is partially mitigated by the Company’s ability to cancel the policy if the policyholder does not pay the premium whereby, upon default, policy liabilities would be written-down along with premium receivables.

Losses and Loss Adjustment Expenses. Losses represent the amount paid or expected to be paid to claimants in respect of events that have occurred on or before the balance sheet date. The costs of investigating, resolving and processing these claims are known as loss adjustment expenses (“LAE”). The consolidated statements of operations records these losses net of reinsurance, meaning that gross losses and loss adjustment expenses incurred are reduced by the amounts recovered or expected to be recovered under reinsurance contracts.

Reinsurance. Written premiums, earned premiums, incurred claims, LAE and the acquisition costs all reflect the net effect of assumed and ceded reinsurance transactions. Assumed reinsurance refers to the Company’s acceptance of certain insurance risks that other insurance companies have underwritten. Ceded reinsurance arises from contracts under which other insurance companies agree to share certain risks with the Company.

Reinsurance accounting is followed when there is significant timing risk, underwriting risk and transfer risk, and a reasonable possibility of significant loss.

Outward reinsurance premiums, which are paid when the Company purchases reinsurance or retrocessional coverage, are accounted for using the same accounting methodology as the Company uses for inwards premiums. Premiums payable under reinsurance contracts that operate on a “losses occurring during” basis are expensed over the period of coverage while those arising from “risks attaching during” policies are expensed over the earnings period of the underlying premiums written from the reinsured business. Adjustment premiums and reinstatement premiums in relation to outward reinsurance are accrued when it is determined that the ultimate losses will trigger a payment and recognized within premiums payable. Reinsurance and retrocession does not isolate the ceding company from its obligations to policyholders. In the event that a reinsurer or retrocessionaire fails to meet its obligations, the ceding company’s obligations remain.

Accounting for Retroactive Reinsurance Agreements. Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. For retroactive reinsurance purchased by the Company, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income over the settlement period of the ceded reserves once the paid losses have exceeded the minimum retention. The amount of the deferral is recalculated each period based on actual loss payments and updated estimates of ultimate losses. If the consideration paid exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is recognized within income immediately.

Premiums payable for retroactive reinsurance coverage and meeting the conditions of reinsurance accounting are reported as reinsurance recoverables to the extent that those amounts do not exceed recorded liabilities relating to underlying reinsurance contracts. Premiums paid in excess of accounts receivable are charged to income.

Reserves. Insurance reserves are established for the total unpaid cost of claims and LAE in respect of events that have occurred by the balance sheet date, including the Company’s estimates of the total cost of claims incurred but not yet reported (“IBNR”). Claim reserves are reduced for estimated amounts of salvage and subrogation recoveries. Estimated amounts recoverable from reinsurers on unpaid losses and LAE are reflected as assets.

For reported claims, reserves are established on a case-by-case basis within the parameters of coverage provided in the insurance policy or reinsurance agreement. For IBNR claims, reserves are estimated using a number of established actuarial methods to establish a range of estimates from which a management best estimate is selected. Both case and IBNR reserve

estimates consider variables such as past loss experience, changes in legislative conditions, changes in judicial interpretation of legal liability, policy coverages and inflation.

As many of the coverages underwritten involve claims that may not be ultimately settled for many years after they are incurred, subjective judgments as to the ultimate exposure to losses are an integral and necessary component of the loss reserving process. The Company regularly reviews its reserves, using a variety of statistical and actuarial techniques to analyze current claims costs, frequency and severity data, and prevailing economic, social and legal factors. Reserves established in prior periods are adjusted as claim experience develops and new information becomes available. Adjustments to previously estimated reserves are reflected in the financial results of the period in which the adjustments are made.

The process of estimating required reserves does, by its very nature, involve considerable uncertainty. The level of uncertainty can be influenced by factors such as the existence of coverage with long duration payment patterns and changes in claims handling practices, as well as the factors noted above. Ultimate actual payments for claims and LAE could turn out to be significantly different from the Company’s estimates.

Credit Losses on Reinsurance Recoverables. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability with the reinsured business. The Company maintains credit risk if a reinsurer is unable to pay recoverables when they become due. To manage this risk, the Company evaluates the financial condition of its reinsurers and retrocessionaires, and monitors concentration of credit risk to minimize its exposure to significant losses from individual reinsurers. To further reduce credit exposure on reinsurance recoverables, the Company has received collateral, including letters of credit and trust accounts, from certain reinsurers. Following the adoption of ASC 326, an allowance is established for expected credit losses to be recognized over the life of the reinsurance recoverable. The allowance considers the current financial strength of the individual reinsurer and the amount of collateral held.

Acquisition Costs. The costs directly related to writing a (re)insurance policy are referred to as acquisition expenses and include commissions, premium taxes and profit commissions. With the exception of profit commissions, these expenses are incurred when a policy is issued, and only the costs directly related to the successful acquisition of new and renewal insurance and reinsurance contracts are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. Profit commissions are estimated and accrued based on the related performance criteria evaluated at the balance sheet date, with subsequent changes to those estimates recognized when they occur. Commissions received related to reinsurance premiums ceded are netted against broker commissions in determining acquisition costs eligible for deferral.

On a regular basis a premium deficiency analysis is performed of the deferred acquisition costs in relation to the expected recognition of revenues, including anticipated investment income, and adjustments, if any, are reflected as period costs. Should the analysis indicate that the acquisition costs are unrecoverable, further analyses are performed to determine if a reserve is required to provide for losses which may exceed the related unearned premium.

General and Administrative Expenses. These costs represent the expenses incurred in running the business and include, but are not limited to compensation costs for employees, rental costs, IT development and professional and consultancy fees. General and administrative costs directly attributable to the successful acquisition of business are deferred and amortized over the same period as the corresponding premiums are recorded as revenues. When reporting the results for its business segments, the Company includes expenses which are directly attributable to the segment plus an allocation of central administrative costs.

Corporate Expenses. Corporate expenses are not allocated to the Company’s business segments as they typically do not fluctuate with the levels of premium written and are related to the Company’s operations which include group executive costs, group finance costs, group legal and actuarial costs and certain strategic and other costs.

Accounting for Investments, Cash and Cash Equivalents

Accounting for Investments, Cash and Cash Equivalents

Fixed Income Securities. The fixed income securities portfolio comprises securities issued by governments and government agencies, corporate bonds, mortgage and other asset-backed securities and bank loans. Investments in fixed income securities are classified as available for sale or trading and are reported at estimated fair value in the consolidated balance sheet. Investment transactions are recorded on the trade date with balances pending settlement reflected in the consolidated balance sheet under receivables for securities sold and other payables for securities purchased, respectively. Fair values are based on quoted market prices and other data provided by third-party pricing services.

Short-term Investments. Short-term investments primarily comprise highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase and are held as part of the investment portfolio of the Company. Short-term investments are classified as either trading or available for sale and reported at estimated fair value.

Catastrophe Bonds. Investments in catastrophe bonds are classified as trading and are reported on the consolidated balance sheet at estimated fair value. The fair values are based on independent broker-dealer quotes.

Privately-held Investments. The Company’s privately-held investments primarily comprise commercial mortgage loans, middle market loans and other private debt, asset-backed securities and global corporate securities. These investments are classified as trading or available for sale and are reported on the consolidated balance sheet at estimated fair value. Privately-

held investments are initially valued at cost or transaction value which approximates fair value. In subsequent measurement periods, the fair values of these securities are primarily determined using discounted cash flow models.  Interest income is accrued on the principal amount of the loan based on its contractual interest rate subject to it being probable that we will receive interest on that particular underlying loan. Interest income, amortization of premiums and discounts, and prepayment fees are reported in net investment income on the consolidated statements of income.

Other Investments, Equity Method. Other investments represent the Company’s investments that are recorded using the equity method of accounting. Adjustments to the fair value of these investments are made based on the net asset value of the investment.

Other Investments. Other investments represent the Company’s investments in investment funds that are reported at fair value. Adjustments to the fair value are made based on the net asset value of the investment.

Cash and Cash Equivalents. Cash and cash equivalents are reported at fair value. Cash and cash equivalents comprise cash on hand, deposits held on call with banks and other short-term highly liquid investments due to mature within three months from the date of purchase and which are subject to insignificant risk of change in fair value.

Gains and Losses. Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method and are recorded in revenue or expenses respectively. Unrealized gains and losses represent the difference between the cost, or the cost as adjusted by amortization of any difference between its cost and its redemption value (“amortized cost”), of the security and its fair value at the reporting date and are included within other comprehensive income for securities classified as available for sale and in realized and unrealized investment gains or losses in the consolidated statement of operations for securities classified as trading.

Credit Losses on Available for Sale Debt Securities. An allowance account for credit losses is recognized for available for sale debt securities based on a review of individual securities. Write-offs are recorded when amounts are deemed uncollectible, or Aspen intends to sell (or more likely than not will be required to sell) the debt security before recovery of the amortized cost basis. The amortized cost basis will be written down to the debt securities fair value through earnings. Credit losses are limited to the difference between the debt securities amortized cost basis and fair value (‘fair-value floor’). Any decline in the debt securities fair value below the amortized cost basis that is not a result of a credit loss is recorded through other comprehensive income, net of applicable taxes. The allowance for credit losses of a security may be increased or reversed upon a change in credit position with the change reflected in net income.

The credit loss models employ a discounted cash flow approach to evaluate whether a credit loss exists at the individual security level and are reviewed at each reporting period. This analysis excludes investments in U.S. Government / Agency bonds and U.S. Government Agency mortgage-backed securities due to being of ‘high credit quality’ based on the absence of risk. For any available for sale debt securities that were initially purchased with credit deterioration (PCD), the amortized cost basis shall be considered to be the purchase price, plus any allowance for credit losses. Estimated credit losses shall be discounted at the rate that equates the present value of the purchaser’s estimate of the security’s future cash flows with the purchase price of the asset.

Net Investment Income. Investment income includes amounts received and accrued in respect of periodic interest (“coupons”) payable to the Company by the issuer of fixed income securities, equity dividends and interest credited on cash and cash equivalents. It also includes amortization of premium and accretion of discount in respect of fixed income securities. Investment income also includes changes in fair value from investments in real estate funds. Investment management and custody fees are charged against net investment income reported in the consolidated statement of operations.

Accounting for Derivative Financial Instruments

Accounting for Derivative Financial Instruments

The Company enters into derivative instruments to manage certain market risks, such as forward exchange contracts used to reduce foreign currency risk relative to the U.S. dollar. The Company records derivative instruments at fair value on the Company’s consolidated balance sheet as either assets or liabilities, depending on their rights and obligations.

The accounting for the gain or loss due to the changes in the fair value of these instruments is dependent on whether the derivative qualifies as a hedge. If the derivative does not qualify as a hedge, the gains or losses are reported in the consolidated statement of operations when they occur and classified within Change in fair value of derivatives. If the derivative qualifies as a hedge, the accounting treatment varies based on the type of risk being hedged. There are two primary types of hedging relationships that may be used for accounting purposes: fair value hedge and cash flow hedge. A fair value hedge is designed to offset changes in the fair value of an underlying asset or liability, and the gain or loss from the hedging instrument offsets the change in fair value of the underlying asset or liability. Under fair value hedge accounting, both the gain or loss from the underlying asset or liability and the gain or loss from the hedging instrument are recognized in earnings in the same period. In contrast, a cash flow hedge is designed to offset changes in cash flows of an underlying asset or liability. The gain or loss from the hedging instrument is initially recognized in other comprehensive income. As the contracts settle, the realized gain or loss is reclassified from other comprehensive income into the consolidated statement of operations.

The loss portfolio transfer contract includes a funds withheld arrangement that provides a variable interest expense based on Aspen’s investment performance. As a result, this funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative. Since the economic characteristics and risks of an embedded derivative feature are not clearly and closely related to the economic characteristics and risks of the host contract, the embedded derivative is bifurcated and accounted for separately at fair value. The Company records subsequent changes in the embedded derivative fair value in the consolidated statement of operations.

Accounting for Intangible Assets

Accounting for Intangible Assets

Intangible assets are held in the consolidated balance sheet at cost less amortization and impairment. Amortization applies on a straight-line basis in respect of assets having a finite estimated useful economic life. Finite intangibles are assessed on an annual basis for impairment, or more frequently where circumstances indicate the carrying value may not be recoverable. For intangible assets considered to have an indefinite life, the Company performs a qualitative assessment annually to determine whether it is more likely than not that an intangible asset is impaired. Goodwill is assessed annually for impairment or more frequently if circumstances indicate an impairment may have occurred.

Accounting for Office Properties and Equipment

Accounting for Office Properties and Equipment

Office properties and equipment are reported at cost less accumulated depreciation. These assets are depreciated on a straight-line basis over the estimated useful lives of the assets. Computer equipment is depreciated between three and five years, furniture and fittings are depreciated over four years and leasehold improvements are depreciated over the lesser of 15 years or the lease term.

IT development costs that are directly associated with the development of identifiable and unique software products and that are anticipated to generate economic benefits exceeding costs beyond one year, are recognized within office properties and equipment. Costs include external consultants’ fees, certain qualifying internal staff costs and other costs incurred to develop software programs. Software is depreciated over their estimated useful life, between three and five years, on a straight-line basis and is subject to impairment testing annually. Depreciation commences when the asset becomes operational. Other non-qualifying costs are expensed as incurred.

Accounting for Right-of-Use Operating Lease Assets

Accounting for Leases

In the ordinary course of the business, the Company renews and enters into new leases for office real estate and other assets. At the lease inception date, the Company determines whether a contract contains a lease and recognizes operating lease Right-of-use assets and operating lease liabilities based on the present value of future minimum lease payments. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. For all office real estate leases, rent incentives, including reduced-rent and rent free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows.

Right-of-use operating lease assets are reported at cost less accumulated depreciation on the consolidated balance sheet and depreciated over the lease term. The Company does not record office property and equipment leases with an initial term of 12 months or less (short-term) in the Company's consolidated balance sheets. Such short-term leases are expensed through the consolidated statement of operations.

Right-of-use operating lease assets are tested for impairments whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of an asset is impaired, it is reduced to the recoverable amount by an immediate charge to the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

Accounting for Foreign Currencies Translation

Accounting for Foreign Currencies Translation

The functional currency of the Company and its subsidiaries is the U.S. Dollar, which is also the Company’s reporting currency. Transactions in currencies other than the functional currency are measured at the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in non-functional currencies are remeasured at the exchange rate prevailing at the balance sheet date and any resulting foreign exchange gains or losses are reflected in the consolidated statement of operations. Foreign exchange gains or losses related to available for sale investments denominated in non-functional currencies are included within other comprehensive income. Non-monetary assets and liabilities are remeasured to functional currency at historic exchange rates.

Accounting for Income Tax

Accounting for Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents.

The Company applies a portfolio approach to release the income tax effects in accumulated other comprehensive income. Under this approach, the income tax effects upon the sale of an available for sale debt security, settlement of hedged transactions and upon foreign currency translation adjustments for each period, are determined under the intraperiod tax allocation approach. Any tax effects remaining in accumulated other comprehensive income are only released when the entire portfolio is liquidated, sold or extinguished.

Accounting for Preference Shares

Accounting for Preference Shares The Company had at the balance sheet date in issue three classes of preference shares. The Company has no obligation to pay interest on these securities but they carry entitlements to dividends payable at the discretion of the Board of Directors. In the event of non-payment of dividends for six consecutive periods, holders of preference shares have director appointment rights. The preference shares are therefore accounted for as equity instruments and included within total shareholders’ equity.

Accounting for Long-term Incentive Plans

Accounting for Share-Based Payments and Long-Term Incentive Plans

The Company operates an employee long-term incentive plan, comprised of Performance Units and Exit Units, the terms and conditions of which are described in Note 17. The Company applies a fair-value based measurement method in calculating the compensation costs of Performance Units which are recognized on a straight-line basis over the vesting period.

Certain employees of t

Accounting for Business Combinations

Accounting for Business Combinations    

The Company accounts for a transaction as a business combination where the assets acquired and liabilities assumed following a transaction constitute a business. An acquired entity must have inputs and processes that make it capable of generating a return or economic benefit to be considered a business. If the assets acquired are not a business, the Company accounts the transaction as an asset acquisition. The Company recognizes and measures at fair value 100 percent of the assets and liabilities of any acquired business. Goodwill is recognized and measured as the difference between the consideration paid or payable less the fair value of assets acquired.

The Company accounts for the disposal of subsidiary undertakings when it ceases to control the subsidiary’s assets and liabilities or the group of assets. A gain or loss is recognized and measured as the difference between the fair value of consideration received or receivable and the value of assets, liabilities and equity components de-recognized, related to that subsidiary or group of assets when deconsolidated.

Costs that are directly related to a business combination transaction are expensed in the periods in which the costs are incurred and the services are received.

Accounting Pronouncements

Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”. This update improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-07 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”. The amendments in this Update provide additional transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments to this Update are effective for annual periods beginning after December 15, 2024. As this guidance relates solely to financial statement disclosures, the adoption of ASU 2023-09 will have no impact upon the Company’s results of operations, financial condition, or liquidity.

Other accounting pronouncements were issued during the year ended December 31, 2023 which were either not applicable to the Company or did not impact the Company’s consolidated financial statements.

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Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Summary of gross and net written and earned premiums, underwriting results, ratios and reserves for each of Company's business segments

The following tables provide a summary of gross and net written and earned premiums, underwriting income or loss, ratios and reserves for each of the Company’s business segments for the twelve months ended December 31, 2023, 2022 and 2021:

	Twelve Months Ended December 31, 2023
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,521.0		$	2,446.6		$	3,967.6
Net written premiums	1,098.0			1,483.9			2,581.9
Gross earned premiums	1,562.0			2,444.8			4,006.8
Net earned premiums	1,154.5			1,460.0			2,614.5
Underwriting Expenses
Losses and loss adjustment expenses	611.1			941.9			1,553.0
Acquisition costs	208.6			171.6			380.2
General and administrative expenses	120.6			233.9			354.5
Underwriting income	214.2			112.6			326.8
Corporate and other expenses (1)							(114.0)
Non-operating expenses (2)							(35.1)
Net investment income							275.7
Realized and unrealized investment gains							75.9
Realized and unrealized investment losses							(61.4)
Change in fair value of derivatives							26.1
Interest expense							(55.2)
Net realized and unrealized foreign exchange (losses)							(36.2)
Income before income taxes							402.6
Income tax benefit							132.1
Net income							$	534.7
Net reserves for loss and loss adjustment expenses	$	1,373.1		$	1,859.7		$	3,232.8
Ratios
Loss ratio	52.9		%	64.5		%	59.4		%
Acquisition cost ratio	18.1			11.8			14.5
General and administrative expense ratio	10.4			16.0			13.6
Expense ratio	28.5			27.8			28.1
Combined ratio	81.4		%	92.3		%	87.5		%

 _______________

(1)Corporate and other expenses includes other income/(expenses), which were previously presented separately.

(2)Non-operating expenses in the twelve months ended December 31, 2023 includes expenses in relation to consulting fees, non-recurring transformation program costs, and other non-recurring costs.

	Twelve Months Ended December 31, 2022
	Reinsurance			Insurance			Total
	( $ in millions)
Underwriting Revenues
Gross written premiums	$	1,807.0		$	2,531.7		$	4,338.7
Net written premiums	1,426.4			1,469.6			2,896.0
Gross earned premiums	1,617.2			2,370.8			3,988.0
Net earned premiums	1,251.8			1,436.9			2,688.7
Underwriting Expenses
Losses and loss adjustment expenses	770.3			909.7			1,680.0
Acquisition costs	252.4			179.4			431.8
General and administrative expenses	142.5			244.0			386.5
Underwriting income	86.6			103.8			190.4
Corporate expenses							(71.7)
Non-operating expenses (1)							(36.0)
Net investment income							188.1
Realized and unrealized investment gains							5.0
Realized and unrealized investment losses							(182.6)
Change in fair value of derivatives							(80.5)
Interest expense							(43.7)
Net realized and unrealized foreign exchange gains							15.9
Other income							8.2
Other expenses							(20.1)
(Loss) before income taxes							(27.0)
Income tax benefit							78.1
Net income							$	51.1
Net reserves for loss and loss adjustment expenses	$	1,360.7		$	1,452.5		$	2,813.2
Ratios
Loss ratio	61.5		%	63.3		%	62.5		%
Acquisition cost ratio	20.2			12.5			16.1
General and administrative expense ratio	11.4			17.0			14.4
Expense ratio	31.6			29.5			30.5
Combined ratio	93.1		%	92.8		%	93.0		%

 ________________

(1)Non-operating expenses in the twelve months ended December 31, 2022 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

	Twelve Months Ended December 31, 2021
	Reinsurance			Insurance			Total
	($ in millions)
Underwriting Revenues
Gross written premiums	$	1,597.0		$	2,341.4		$	3,938.4
Net written premiums	1,199.0			1,388.7			2,587.7
Gross earned premiums	1,479.2			2,139.1			3,618.3
Net earned premiums	1,118.8			1,291.7			2,410.5
Underwriting Expenses
Losses and loss adjustment expenses	705.2			988.1			1,693.3
Acquisition costs	221.6			192.5			414.1
General and administrative expenses	121.3			211.8			333.1
Underwriting income/(loss)	70.7			(100.7)			(30.0)
Corporate expenses							(64.3)
Non-operating expenses (1)							(20.6)
Net investment income							147.5
Realized and unrealized investment gains							56.2
Realized and unrealized investment losses							(47.4)
Change in fair value of derivatives							(35.9)
Interest expense							(14.3)
Net realized and unrealized foreign exchange gains							40.0
Other income							14.7
Other expenses							(10.8)
Income before income taxes							35.1
Income tax (expense)							(5.3)
Net income							$	29.8
Net reserves for loss and loss adjustment expenses	$	2,148.4		$	2,165.3		$	4,313.7
Ratios
Loss ratio	63.0		%	76.5		%	70.2		%
Acquisition cost ratio	19.8			14.9			17.2
General and administrative expense ratio	10.8			16.4			13.8
Expense ratio	30.6			31.3			31.0
Combined ratio	93.6		%	107.8		%	101.2		%

_______________

(1)Non-operating expenses in the twelve months ended December 31, 2021 includes expenses in relation to consulting fees, non-recurring transformation activities, and other non-recurring costs.

Schedule of gross written premiums based on geographical areas

Geographical Areas. The following summary presents the Company’s gross written premiums based on the location of the insured risk for the twelve months ended December 31, 2023, 2022 and 2021.

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Australia/Asia	$	177.8	$	257.5	$	275.8
Europe	179.4		194.5		140.6
United Kingdom & Ireland	532.5		485.8		393.2
United States & Canada (1)	2,472.0		2,715.7		2,301.8
Worldwide excluding United States (2)	28.8		24.2		31.5
Worldwide including United States (3)	417.2		541.7		592.2
Other (4)	159.9		119.3		203.3
Total	$	3,967.6	$	4,338.7	$	3,938.4

 ______________

(1)    “United States and Canada” comprises individual policies that insure risks specifically in the United States and/or Canada, but not elsewhere.

(2)    “Worldwide excluding the United States” consists of individual policies that insure global risks with the specific exclusion of the United States.

(3)    “Worldwide including the United States” consists of individual policies that insure global risks with the specific inclusion of the United States.

(4)    “Other” comprises individual policies that insure risk in other countries including, but not limited to, the Caribbean, South America and Middle East.

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Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Investment Income

The following table summarizes investment income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Fixed income securities — Available for sale	$	115.7	$	95.6	$	87.2
Fixed income securities — Trading	98.9		57.0		30.2
Short-term investments — Available for sale	5.3		0.6		0.1
Short-term investments — Trading	0.3		0.1		—
Fixed term deposits (included in cash and cash equivalents)	39.9		6.6		0.7
Catastrophe bonds — Trading	0.2		0.3		0.9
Privately-held investments — Available for sale	0.1		—		—
Privately-held investments — Trading	44.7		24.3		18.2
Other investments, at fair value (1)	(17.8)		13.9		21.9
Total	287.3		198.4		159.2
Investment expenses	(11.6)		(10.3)		(11.7)
Net investment income	$	275.7	$	188.1	$	147.5

_____________

(1)    Other investments primarily represent the Company’s investments in investment funds. The amount reported represents the change in fair value of the investments in the period.

Net Realized and Unrealized Investment Gains and Losses and Change in Unrealized Gains and Losses on Investments

The following table summarizes the net realized and unrealized investment gains and losses recorded in the consolidated statement of operations and the change in unrealized gains and losses on investments recorded in other comprehensive income for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Available for sale:
Fixed income securities — gross realized gains	$	1.6	$	2.9	$	22.7
Fixed income securities — gross realized (losses)	(41.5)		(58.4)		(3.6)
Short-term investments — gross realized gains	0.6		1.0		2.0
Short-term investments — gross realized (losses)	(0.9)		(0.5)		(0.8)
Net change in expected credit gains/(losses)	4.8		(5.0)		(2.5)
Trading:
Fixed income securities — gross realized gains	1.0		0.2		12.2
Fixed income securities — gross realized (losses)	(3.5)		(1.8)		(2.0)
Short-term investments — gross realized gains	0.1		—		0.1
Short-term investments — gross realized (losses)	(0.3)		—		(0.3)
Privately-held investments — gross realized gains	0.8		0.7		0.6
Privately-held investments — gross realized (losses)	—		(0.1)		(13.8)
Privately-held investments — net unrealized (losses)/gains	(15.2)		(2.5)		18.1
Catastrophe bonds — net unrealized gains/(losses)	0.1		0.2		(0.8)
Fixed income securities — net unrealized gains/(losses)	65.9		(113.9)		(23.4)
Investments — equity method:
Gross realized and unrealized gains in MVI	0.2		—		0.1
Gross unrealized gains/(losses) in Multi-Line Reinsurer	0.8		(0.4)		0.2
Total net realized and unrealized investment gains/(losses) recorded in the consolidated statement of operations	$	14.5	$	(177.6)	$	8.8
Change in available for sale net unrealized gains/(losses):
Available for sale investments	$	126.2	$	(391.7)	$	(157.6)
Income tax (expense)/benefit	(20.6)		23.9		(0.3)
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income	$	105.6	$	(367.8)	$	(157.9)

Cost or Amortized Cost, Unrealized and Realized Gains and Losses and Estimated Fair Value of Available for Sale Investments

The following tables present the cost or amortized cost, gross unrealized gains and losses and estimated fair market value of available for sale investments in fixed income securities, short-term investments and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses (1)		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,224.9	$	4.4	$	(26.7)	$	—	$	1,202.6
U.S. agency	7.5		—		(0.3)		—		7.2
Municipal	133.6		—		(5.0)		(0.5)		128.1
Corporate	2,051.1		12.1		(101.5)		(2.4)		1,959.3
Non-U.S. government-backed corporate	106.5		0.1		(5.9)		—		100.7
Non-U.S. government	279.9		0.6		(6.7)		—		273.8
Agency commercial mortgage-backed	6.6		—		(0.8)		—		5.8
Agency residential mortgage-backed	519.9		0.1		(74.9)		—		445.1
Total fixed income securities — Available for sale	4,330.0		17.3		(221.8)		(2.9)		4,122.6
Short-term investments — Available for sale	93.6		—		—		—		93.6
Privately-held investments — Available for sale
Asset-backed securities	14.7		0.2		—		—		14.9
Total Investments — Available for sale	$	4,438.3	$	17.5	$	(221.8)	$	(2.9)	$	4,231.1

_____________

(1)    For more information on the allowance for expected credit losses, refer to Note 25, “Allowance for Expected Credit Losses”.

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Available for sale
U.S. government	$	1,003.7	$	—	$	(50.7)	$	—	$	953.0
U.S. agency	9.2		—		(0.4)		—		8.8
Municipal	159.9		—		(9.4)		(1.0)		149.5
Corporate	2,016.9		3.5		(169.1)		(6.3)		1,845.0
Non-U.S. government-backed corporate	119.4		—		(8.8)		(0.2)		110.4
Non-U.S. government	225.2		0.1		(11.5)		(0.2)		213.6
Non-agency commercial mortgage-backed	6.6		—		(1.0)		—		5.6
Agency mortgage-backed	590.4		—		(87.7)		—		502.7
Total fixed income securities — Available for sale	4,131.3		3.6		(338.6)		(7.7)		3,788.6
Short-term investments — Available for sale	52.4		—		(0.4)		—		52.0
Total Investments — Available for sale	$	4,183.7	$	3.6	$	(339.0)	$	(7.7)	$	3,840.6

Cost, Gross Unrealized Gains and Losses, and Estimated Fair Value of Trading Investments in Fixed Income Maturities

The following tables present the cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of trading investments in fixed income securities, short-term investments, catastrophe bonds and privately-held investments as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	248.7	$	0.5	$	(3.7)	$	245.5
Municipal	3.3		—		(0.2)		3.1
Corporate	178.8		0.7		(8.0)		171.5
High yield loans	90.8		1.3		—		92.1
Non-U.S. government-backed corporate	8.6		—		(0.3)		8.3
Non-U.S. government	35.8		0.1		(1.1)		34.8
Asset-backed	936.0		2.1		(29.9)		908.2
Agency mortgage-backed	25.0		—		(2.8)		22.2
Total fixed income securities — Trading	1,527.0		4.7		(46.0)		1,485.7
Short-term investments — Trading	2.1		—		—		2.1
Catastrophe bonds — Trading	1.6		—		—		1.6
Privately-held investments — Trading
Commercial mortgage loans	293.2		1.0		(19.3)		274.9
Middle market loans and other private debt	85.9		—		(1.1)		84.8
Asset-backed securities	83.1		0.4		(0.6)		82.9
Global corporate securities	14.7		—		(0.3)		14.4
Short-term investments	18.0		—		—		18.0
Total privately-held investments — Trading	494.9		1.4		(21.3)		475.0
Total Investments — Trading	$	2,025.6	$	6.1	$	(67.3)	$	1,964.4

	As at December 31, 2022
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
	($ in millions)
Fixed Income Securities — Trading
U.S. government	$	267.9	$	—	$	(6.3)	$	261.6
Municipal	3.9		—		(0.3)		3.6
Corporate	175.3		0.3		(13.5)		162.1
High yield loans	90.2		0.2		(2.1)		88.3
Non-U.S. government-backed corporate	12.2		—		(0.6)		11.6
Non-U.S. government	32.2		—		(1.8)		30.4
Asset-backed	970.3		0.2		(74.0)		896.5
Agency mortgage-backed	24.7		—		(3.3)		21.4
Total fixed income securities — Trading	1,576.7		0.7		(101.9)		1,475.5
Short-term investments — Trading	6.3		—		—		6.3
Catastrophe bonds — Trading	5.1		—		(2.2)		2.9
Privately-held investments — Trading
Commercial mortgage loans	312.6		0.6		(1.1)		312.1
Middle market loans and other private debt	109.0		—		(2.1)		106.9
Asset-backed securities	68.8		—		(2.0)		66.8
Global corporate securities	15.1		—		(0.1)		15.0
Equity securities	6.6		—		—		6.6
Short-term investments	25.6		—		—		25.6
Total privately-held investments — Trading	537.7		0.6		(5.3)		533.0
Total Investments — Trading	$	2,125.8	$	1.3	$	(109.4)	$	2,017.7

Other Investments

The table below shows the Company’s investments in MVI, Multi-Line Reinsurer and Digital Re for the twelve months ended December 31, 2023 and 2022:

	MVI		Multi-Line Reinsurer		Digital Re		Total
	($ in millions)
Opening undistributed value of investment as at January 1, 2023	$	0.8	$	5.2	$	0.2	$	6.2
Investment in the period	—		0.4		—		0.4
Distribution received	—		—		—		—
Unrealized gain for the twelve months to December 31, 2023	0.2		0.8		—		1.0
Closing value of investment as at December 31, 2023	1.0		6.4		0.2		7.6
Opening undistributed value of investment as at January 1, 2022	$	0.5	$	3.2	$	0.2	$	3.9
Investment in the period	0.4		1.6		—		2.0
Distribution received	—		—		—		—
Unrealized (loss)/gain for the twelve months to December 31, 2022	(0.1)		0.4		—		0.3
Closing value of investments at December 31, 2022	$	0.8	$	5.2	$	0.2	$	6.2

Summary of Fixed Maturities

The scheduled maturity distribution of the Company’s available for sale securities as at December 31, 2023 and December 31, 2022 is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

	As at December 31, 2023
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	512.0	$	505.8
Due after one year through five years	2,889.0		2,818.9
Due after five years through ten years	495.1		440.3
Due after ten years	15.7		15.2
	3,911.8		3,780.2
Agency commercial mortgage-backed	6.6		5.8
Agency residential mortgage-backed	519.9		445.1
Total Investments — Available for sale	$	4,438.3	$	4,231.1

	At December 31, 2022
	Amortized Cost or Cost		Fair Market Value
	($ in millions)
Due one year or less	$	231.5	$	228.0
Due after one year through five years	2,526.9		2,385.7
Due after five years through ten years	815.1		707.7
Due after ten years	13.2		10.9
	3,586.7		3,332.3
Non-agency commercial mortgage-backed	6.6		5.6
Agency mortgage-backed	590.4		502.7
Total Investments — Available for sale	$	4,183.7	$	3,840.6

Aggregate Fair Value and Gross Unrealized Loss by Type of Security

The following tables summarize, by type of security, the aggregate fair value and gross unrealized loss by length of time the security has been in an unrealized loss position for the Company’s available for sale portfolio as at December 31, 2023 and December 31, 2022:

	December 31, 2023
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	105.5	$	(0.5)	$	673.3	$	(26.2)	$	778.8	$	(26.7)	74
U.S. agency	—		—		7.2		(0.3)		7.2		(0.3)		1
Municipal	11.1		(1.0)		117.0		(4.0)		128.1		(5.0)		54
Corporate	46.7		(0.4)		1,287.2		(101.1)		1,333.9		(101.5)		558
Non-U.S. government-backed corporate	0.2		—		95.5		(5.9)		95.7		(5.9)		12
Non-U.S. government	32.9		(0.2)		180.1		(6.5)		213.0		(6.7)		53
Agency commercial mortgage-backed	—		—		5.8		(0.8)		5.8		(0.8)		1
Agency residential mortgage-backed	0.1		—		435.9		(74.9)		436.0		(74.9)		197
Total	$	196.5	$	(2.1)	$	2,802.0	$	(219.7)	$	2,998.5	$	(221.8)	950

	December 31, 2022
	0-12 months				Over 12 months				Total
	Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Number of Securities
	($ in millions)
U.S. government	$	741.1	$	(30.6)	$	203.4	$	(20.1)	$	944.5	$	(50.7)	118
U.S. agency	7.1		(0.4)		1.7		—		8.8		(0.4)		5
Municipal	133.1		(7.1)		16.4		(2.3)		149.5		(9.4)		59
Corporate	1,104.7		(77.6)		568.2		(91.5)		1,672.9		(169.1)		701
Non-U.S. government-backed corporate	11.3		(0.5)		99.0		(8.3)		110.3		(8.8)		16
Non-U.S. government	63.8		(2.9)		135.9		(8.6)		199.7		(11.5)		45
Non-agency commercial mortgage-backed securities	5.6		(1.0)		—		—		5.6		(1.0)		1
Agency mortgage-backed	202.8		(24.9)		299.1		(62.8)		501.9		(87.7)		220
Total fixed income securities — Available for sale	2,269.5		(145.0)		1,323.7		(193.6)		3,593.2		(338.6)		1,165
Total short-term investments — Available for sale	51.9		(0.4)		—		—		51.9		(0.4)		1
Total	$	2,321.4	$	(145.4)	$	1,323.7	$	(193.6)	$	3,645.1	$	(339.0)	1,166

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Financial Assets Measured on Recurring Basis

The following tables present the level within the fair value hierarchy at which the Company’s financial assets and liabilities are measured on a recurring basis as at December 31, 2023 and December 31, 2022:

	As at December 31, 2023
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	1,202.6	$	—	$	—	$	1,202.6
U.S. agency	—		7.2		—		7.2
Municipal	—		128.1		—		128.1
Corporate	—		1,959.3		—		1,959.3
Non-U.S. government-backed corporate	—		100.7		—		100.7
Non-U.S. government	200.4		73.4		—		273.8
Agency commercial mortgage-backed	—		5.8		—		5.8
Agency residential mortgage-backed	—		445.1		—		445.1
Total fixed income securities available for sale, at fair value	1,403.0		2,719.6		—		4,122.6
Short-term investments available for sale, at fair value	86.7		6.9		—		93.6
Privately-held investments available for sale, at fair value	—		—		14.9		14.9
Held for trading financial assets, at fair value
U.S. government	245.5		—		—		245.5
Municipal	—		3.1		—		3.1
Corporate	—		171.5		—		171.5
Non-U.S. government-backed corporate	—		8.3		—		8.3
High yield loans	—		92.1		—		92.1
Non-U.S. government	13.0		21.8		—		34.8
Asset-backed	—		908.2		—		908.2
Agency mortgage-backed	—		22.2		—		22.2
Total fixed income securities trading, at fair value	258.5		1,227.2		—		1,485.7
Short-term investments trading, at fair value	0.2		1.9		—		2.1
Catastrophe bonds trading, at fair value	—		1.6		—		1.6
Privately-held investments trading, at fair value	—		—		475.0		475.0
Other investments (1)	—		—		—		209.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		31.7		—		31.7
Derivative liabilities — foreign exchange contracts	—		(9.3)		—		(9.3)
Derivative liabilities — loss portfolio transfer(2)	—				(16.5)		(16.5)
Total	1,748.4		3,979.6		473.4		6,410.7

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

	At December 31, 2022
	Level 1		Level 2		Level 3		Total
	($ in millions)
Available for sale financial assets, at fair value
U.S. government	$	953.0	$	—	$	—	$	953.0
U.S. agency	—		8.8		—		8.8
Municipal	—		149.5		—		149.5
Corporate	—		1,845.0		—		1,845.0
Non-U.S. government-backed corporate	—		110.4		—		110.4
Non-U.S. government	145.3		68.3		—		213.6
Non-agency commercial mortgage-backed	—		5.6		—		5.6
Agency mortgage-backed	—		502.7		—		502.7
Total fixed income securities available for sale, at fair value	1,098.3		2,690.3		—		3,788.6
Short-term investments available for sale, at fair value	51.9		0.1		—		52.0
Held for trading financial assets, at fair value
U.S. government	261.6		—		—		261.6
Municipal	—		3.6		—		3.6
Corporate	—		162.1		—		162.1
Non-U.S. government-backed corporate	—		11.6		—		11.6
High yield loans	—		88.3		—		88.3
Non-U.S. government	10.6		19.8		—		30.4
Asset-backed	—		896.5		—		896.5
Agency mortgage-backed	—		21.4		—		21.4
Total fixed income securities trading, at fair value	272.2		1,203.3		—		1,475.5
Short-term investments trading, at fair value	6.3		—		—		6.3
Catastrophe bonds trading, at fair value	—		2.9		—		2.9
Privately-held investments	—		—		533.0		533.0
Other investments (1)	—		—		—		221.3
Other financial assets and liabilities, at fair value
Derivative assets — foreign exchange contracts	—		56.2		—		56.2
Derivative liabilities — foreign exchange contracts	—		(3.2)		—		(3.2)
Derivative liabilities — loss portfolio transfer(2)	—		—		(31.7)		(31.7)
Total	$	1,428.7	$	3,949.6	$	501.3	$	6,100.9

______________

(1)Other investments represents our investments in investment funds operating strategies in real estate, infrastructure and lending and are measured at fair value using the net asset value per share practical expedient. As a result the investments are not classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. The investment in the funds is subject to restrictions as detailed in Note 21(a), “Commitments and Contingent Liabilities.”

(2)The loss portfolio transfer contract includes a funds withheld arrangement that provides variable interest expense based on Aspen’s investment performance. As a result, the funds withheld arrangement is considered an embedded derivative and accounted for as an option-based derivative.

Fair Value, Measured on a Recurring Basis, Gain (Loss) Included in Earnings

The following table presents a reconciliation of the beginning and ending balances for all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the twelve months ended December 31, 2023 and December 31, 2022:

Twelve Months Ended December 31, 2023	Balance at beginning of year		Purchases and issuances		Transfers in		Transfers (out)		Settlements and sales		Increase/(decrease) in fair value included in net income(1) / OCI (2)		Balance at end of year		Change in unrealized gains (losses) relating to assets held at end of year (1) (2)
Assets
Privately-held investments — available for sale
Asset-backed securities	$	—	$	14.7	$	—	$	—	$	—	$	0.2	$	14.9	$	0.2
Privately-held investments — trading
Commercial mortgage loans	$	312.1	$	40.6	$	—	$	—	$	(61.5)	$	(16.3)	$	274.9	$	(17.9)
Middle market loans and other private debt	106.9		18.3		—		—		(41.9)		1.5		84.8		0.5
Asset-backed securities	66.8		21.9		5.3		(5.5)		(7.6)		2.0		82.9		1.7
Global corporate securities	15.0		—		—		—		(0.4)		(0.2)		14.4		(0.2)
Equity securities	6.6		—		—		(6.6)		—		—		—		—
Short-term investments	25.6		18.2		—		—		(25.8)		—		18.0		—
Total Level 3 assets	$	533.0	$	113.7	$	5.3	$	(12.1)	$	(137.2)	$	(12.8)	$	489.9	$	(15.7)
Liabilities
Derivative liabilities — loss portfolio transfer	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Total Level 3 liabilities	$	(31.7)	$	—	$	—	$	—	$	—	$	15.2	$	(16.5)	$	15.2
Twelve Months Ended December 31, 2022
Assets
Privately-held investments — trading
Commercial mortgage loans	$	211.5	$	215.7	$	—	$	—	$	(113.1)	$	(2.0)	$	312.1	$	(0.5)
Middle market loans and other private debt	65.3		61.8		—		—		(19.3)		(0.9)		106.9		(2.1)
Asset-backed securities	26.7		54.5		—		—		(12.6)		(1.8)		66.8		(2.0)
Global corporate securities	—		15.1		—		—		—		(0.1)		15.0		—
Equity securities	3.6		5.5		—		—		(2.4)		(0.1)		6.6		—
Short-term investments	—		25.6		—		—		—		—		25.6		—
Total Level 3 assets	$	307.1	$	378.2	$	—	$	—	$	(147.4)	$	(4.9)	$	533.0	$	(4.6)
Liabilities
Derivative liabilities — loss portfolio transfer	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—
Total Level 3 liabilities	$	—	$	(17.2)	$	—	$	—	$	—	$	(14.5)	$	(31.7)	$	—

______________

(1) Increases/(decreases) in the fair value of privately-held investments - trading are included in realized and unrealized investment losses in the consolidated statements of operations and other comprehensive (loss). Increases/(decreases) in the fair value of derivative liabilities - loss portfolio transfer are included within change in fair value of derivatives in the consolidated statements of operations and other comprehensive (loss).

(2) Increases/(decreases) in the fair value of privately-held investments - available for sale are included in other comprehensive income (“OCI”).

Fair Value Inputs, and Valuation Techniques

The following table summarizes the quantitative inputs and assumptions used for financial assets and liabilities investments categorized as Level 3 under the fair value hierarchy as at December 31, 2023:

At December 31, 2023		Fair Value Level 3		Valuation Techniques	Unobservable (U) inputs	Ranges			Weighted Average
	($ in millions)
Privately-held investments — Trading
Commercial mortgage loans		$	274.9	Discounted cash flow	Discount rate	3.8%	—	20.0%	7.7%
Middle market loans and other private debt		84.8		Discounted cash flow	Discount rate	7.7%		18.5%	11.0%
Asset-backed securities		82.9		Discounted cash flow	Discount rate	5.9%	—	9.7%	7.0%
Global corporate securities		14.4		Discounted cash flow	Discount rate	6.6%	—	6.6%	6.6%
Short-term investments		18.0		Discounted cash flow	Discount rate	9.3%		18.5%	9.3%
Privately-held investments — Available for sale
Asset-backed securities		14.9		Transaction value	n/a	n/a		n/a	n/a
Total		$	489.9

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Reinsurance (Tables)

12 Months Ended

Dec. 31, 2023

Reinsurance Disclosures [Abstract]

Summary of Assumed and Ceded Reinsurance on Premiums Written, Premiums Earned and Insurance Losses and Loss Adjustment Expenses

The effect of assumed and ceded reinsurance on premiums written, premiums earned and losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021 was as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Premiums written:
Insurance	$	2,446.6	$	2,531.7	$	2,341.4
Reinsurance	1,521.0		1,807.0		1,597.0
Ceded	(1,385.7)		(1,442.7)		(1,350.7)
Net written premiums	$	2,581.9	$	2,896.0	$	2,587.7
Premiums earned:
Insurance	$	2,444.8	$	2,370.8	$	2,139.1
Reinsurance	1,562.0		1,617.2		1,479.2
Ceded	(1,392.3)		(1,299.3)		(1,207.8)
Net earned premiums	$	2,614.5	$	2,688.7	$	2,410.5
Losses and loss adjustment expenses:
Insurance	$	1,644.5	$	1,574.2	$	1,499.8
Reinsurance	707.2		939.5		1,000.6
Ceded	(798.7)		(833.7)		(807.1)
Losses and loss adjustment expenses	$	1,553.0	$	1,680.0	$	1,693.3

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Derivative Contracts (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Instruments

The following table summarizes information on the location and amounts of derivative fair values on the consolidated balance sheet as at December 31, 2023 and 2022:

		As at December 31, 2023				As at December 31, 2022
Derivatives Not Designated as Hedging Instruments Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts (1)	Derivative assets	$	1,262.1	$	31.4	$	945.8	$	41.9
Foreign Exchange Contracts	Derivative liabilities	$	540.8	$	(9.3)	$	729.5	$	(3.2)
Loss Portfolio Transfer Liability - Embedded Derivative (2)	Derivative liabilities	—		$	(16.5)	—		(31.7)

 ______________ 

(1)Fair value is net of $3.4 million of cash collateral (December 31, 2022 — $3.7 million).

(2)    The LPT contains an embedded derivative within the contract in relation to the variable interest crediting rate.

		As at December 31, 2023				As at December 31, 2022
Derivatives Designated as Cash Flow Hedges Under ASC 815	Balance Sheet Location	Notional Amount		Fair Value		Notional Amount		Fair Value
		($ in millions)				($ in millions)
Foreign Exchange Contracts	Derivative assets	$	76.9	$	0.3	$	109.7	$	14.3

Gain/(Loss) Recognized in Income on Derivative

The following table provides the unrealized and realized gains/(losses) recorded in the consolidated statements of operations and other comprehensive income for derivatives that are not designated or designated as hedging instruments under ASC 815 — “Derivatives and Hedging” for the twelve months ended December 31, 2023 and 2022:

		Amount of (Loss)/Gain Recognized on Derivatives
		For the Twelve Months Ended
	Location of Gain/(Loss) Recognized on Derivatives	December 31, 2023		December 31, 2022
Derivatives not designated as hedges		($ in millions)
Foreign Exchange Contracts	Change in Fair Value of Derivatives	$	10.9	$	(66.0)
Loss Portfolio Transfer Liability - Embedded Derivative	Change in Fair Value of Derivatives	$	15.2	$	(14.5)
Derivatives designated as cash flow hedges
Foreign Exchange Contracts	General, administrative and corporate expenses in consolidated statement of operations	$	(8.1)	$	5.9
Foreign Exchange Contracts	Net change from current period hedged transactions in other comprehensive income	$	(14.0)	$	15.4

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Deferred Policy Acquisition Costs (Tables)

12 Months Ended

Dec. 31, 2023

Insurance [Abstract]

Reconciliation of beginning and ending deferred policy acquisition costs

The following table represents a reconciliation of beginning and ending deferred acquisition costs for the twelve months ended December 31, 2023 and 2022:

		Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
		($ in millions)
Balance at the beginning of the period		$	319.0	$	290.8
	Acquisition costs deferred	357.4		460.0
	Amortization of deferred acquisition costs	(380.2)		(431.8)
Balance at the end of the period		$	296.2	$	319.0

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Reserves for Losses and Adjustment Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Insurance [Abstract]

Schedule of Liability for Unpaid Claims and Claims Adjustment Expense

The following table represents a reconciliation of beginning and ending consolidated reserve for losses and loss adjustment expenses for the twelve months ended December 31, 2023, 2022 and 2021:

 

	As at December 31,
	2023		2022		2021
	($ in millions)
Reserve for losses and LAE at the start of the year	$	7,710.9	$	7,611.8	$	7,165.3
Less reinsurance recoverable	(4,897.7)		(3,298.1)		(3,195.2)
Net reserve for losses and LAE at the start of the year	2,813.2		4,313.7		3,970.1
Net loss and LAE expenses disposed (1)	—		(1,840.1)		—
Movement in net reserve for losses and LAE for claims incurred:
Current year	1,492.2		1,651.9		1,648.2
Prior years	60.8		28.1		45.1
Total incurred	1,553.0		1,680.0		1,693.3
Net Losses and LAE payments for claims incurred:
Current year	(161.1)		(192.7)		(729.1)
Prior years	(1,011.9)		(1,098.4)		(580.7)
Total paid	(1,173.0)		(1,291.1)		(1,309.8)
Foreign exchange (gains)/losses	39.6		(49.3)		(39.9)
Net reserve for losses and LAE at the end of the year	3,232.8		2,813.2		4,313.7
Plus reinsurance recoverable on unpaid losses at the end of the year	4,577.8		4,897.7		3,298.1
Reserve for losses and LAE at the end of the year	$	7,810.6	$	7,710.9	$	7,611.8

 ______________ 

(1) Net loss and LAE expenses disposed of $1,840.1 million represent the net loss reserves as at May 20, 2022 (“Closing Date”) for losses in relation to 2019 and prior accident years, in addition to the $770.0 million of ceded reserves under the previous ADC agreement, recognizing a total recoverable of $2,610.1 million. These reserves were rolled forward from the initial effective date of September 30, 2021, at which time the net losses reserves were $3,120.0 million.

As at December 31, 2023, the total amount recoverable from Enstar under the LPT was $1,627.4 million (December 31, 2022 — $2,132.0 million) which includes claims paid and reserve development since the Closing Date.

Short-duration Insurance Contracts, Claims Development

The following tables show an analysis of incurred claims and allocated loss adjustment expenses, net of reinsurance and cumulative paid claims and allocated claim adjustment expenses, net of reinsurance for each of the years ended December 31, 2014 through 2023. Under the LPT agreement, the Company has reinsured net losses incurred on all accident years 2019 and prior. This has resulted in IBNR in the loss development triangles for 2019 and prior to be Nil. The loss development triangles are derived from all business written by the Company as although a limited number of contracts are written which have durations of greater than one year the contracts do not meet the definition of a long duration contract. All amounts included in the following tables related to transactions denominated in a foreign currency have been translated into U.S. Dollars using the exchange rates in effect at December 31, 2023.

The Company has chosen to disaggregate the business in its Insurance segment, for the purposes of these loss development triangles as: Property; Casualty; Marine Aviation and Energy; and Financial and Professional insurance lines. The Company considers that this presentation of its Insurance lines loss development triangles more precisely reflects meaningful trending information. The Company presents its loss development triangles for the Reinsurance segment in line with the reportable reinsurance lines: Property Catastrophe and Other Property; Casualty; and Specialty.

	Property Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
	For the Years Ended December 31,											Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	164.3	156.3	133.5	134.1	133.3	131.8	131.2	125.8	132.8	132.8		—	10,037
2015		237.3	203.0	197.7	200.0	200.5	197.5	181.9	193.4	193.4		—	11,624
2016			236.8	247.7	242.6	244.0	245.3	234.2	233.4	233.4		—	10,844
2017				293.8	256.8	250.0	251.3	273.0	261.6	261.6		—	9,805
2018					200.7	203.0	186.8	196.3	180.2	180.2		—	8,395
2019						125.3	129.2	102.8	109.0	109.0		—	6,944
2020							203.2	198.3	208.0	213.5		25.9	7,689
2021								207.4	202.0	195.5		16.1	6,810
2022									167.1	174.2		22.3	5,702
2023										152.1		81.7	3,297
								Total		$	1,845.7

	Property Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	40.2	86.0	113.5	123.1	127.1	128.5	129.8	130.9	132.8	132.8
2015		56.9	141.0	168.4	177.5	193.8	192.4	193.4	193.4	193.4
2016			66.5	167.8	200.2	221.9	231.1	234.9	233.4	233.4
2017				96.0	187.3	220.0	240.9	234.8	261.6	261.6
2018					61.4	158.1	180.4	174.1	180.2	180.2
2019						48.7	90.5	98.4	109.0	109.0
2020							61.0	124.1	151.8	169.6
2021								58.7	119.7	151.2
2022									41.1	113.7
2023										30.0
								Total		$	1,574.9
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	270.8
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	270.8

	Casualty Insurance Lines											As at December 31, 2023
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
Accident  Year	Unaudited Prior Years
	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	142.9	125.3	137.1	127.1	134.2	138.1	135.1	141.4	107.0	107.0		—	3,962
2015		201.3	221.3	183.9	201.3	234.0	232.3	257.9	180.5	180.5		—	4,811
2016			215.0	186.0	181.3	187.8	198.9	243.5	124.3	124.3		—	4,815
2017				179.4	172.9	176.7	194.7	215.9	61.4	61.4		—	5,470
2018					121.5	124.5	134.9	164.7	43.7	43.7		—	5,455
2019						124.1	146.5	153.5	48.6	48.6		—	5,156
2020							132.9	141.6	140.4	146.6		50.2	3,753
2021								173.5	188.6	197.8		99.4	3,343
2022									204.7	215.1		148.3	3,050
2023										224.9		173.0	2,465
								Total		$	1,349.9

	Casualty Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.6	13.1	32.2	58.8	71.9	95.6	108.2	106.8	107.0	107.0
2015		3.1	16.8	56.0	91.8	137.2	166.2	180.5	180.5	180.5
2016			4.1	22.5	39.6	81.5	108.4	123.3	124.3	124.3
2017				3.5	22.7	52.2	95.8	89.4	61.4	61.4
2018					3.1	27.7	42.7	58.1	43.7	43.7
2019						6.3	17.6	64.1	48.6	48.6
2020							—	9.3	36.3	61.6
2021								3.1	23.5	53.8
2022									8.90	5.6
2023										26.9
								Total		$	713.4
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	636.5
		All outstanding liabilities before 2014, net of reinsurance								—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	636.5

	Marine, Aviation and Energy Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	308.8	312.3	297.4	309.2	304.8	311.7	301.0	312.4	271.3	271.3		—	4,056
2015		295.4	297.6	280.1	284.8	308.3	311.1	318.3	267.3	267.3		—	4,067
2016			259.5	229.5	228.3	228.7	218.5	220.3	197.9	197.9		—	4,422
2017				209.6	200.2	206.7	214.2	225.6	141.4	141.4		—	6,078
2018					170.4	207.4	208.3	234.8	151.0	151.0		—	5,183
2019						145.6	153.0	123.5	102.4	102.4		—	3,691
2020							110.2	111.2	125.7	126.6		9.6	3,847
2021								93.1	96.2	95.7		10.1	4,787
2022									108.0	106.1		31.2	5,428
2023										117.4		72.6	2,703
								Total		$	1,577.1

	Marine, Aviation and Energy Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	53.3	116.3	188.3	208.9	231.6	249.8	262.0	269.0	271.3	271.3
2015		44.7	122.7	173.3	193.0	220.9	256.5	268.4	267.3	267.3
2016			30.9	82.3	142.1	163.8	190.4	193.3	197.9	197.9
2017				40.1	97.4	140.1	168.2	149.8	141.4	141.4
2018					26.7	104.7	133.0	151.0	151.0	151.0
2019						33.5	72.5	89.6	102.4	102.4
2020							28.5	66.5	88.7	101.2
2021								23.5	52.3	64.7
2022									24.9	57.6
2023										27.8
								Total		$	1,382.6
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	194.5
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	194.5

	Financial and Professional Insurance Lines
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	134.3	130.1	128.6	119.0	130.2	119.2	120.3	121.7	98.8	98.8		—	794
2015		173.3	174.8	184.6	188.7	189.8	184.6	196.7	145.9	145.9		—	1,083
2016			190.1	210.9	215.4	201.2	184.6	186.1	134.3	134.3		—	1,241
2017				205.5	181.6	186.5	187.1	209.1	136.0	136.0		—	1,751
2018					155.7	171.6	153.2	161.9	111.2	111.2		—	4,636
2019						248.2	261.1	238.9	132.7	132.7		—	23,826
2020							348.1	347.9	338.2	352.3		87.4	106,054
2021								286.2	304.8	296.2		128.4	34,929
2022									317.0	302.4		184.6	3,422
2023										341.6		277.0	3,137
								Total		$	2,051.4

	Financial and Professional Insurance Lines
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.9	30.5	53.2	71.8	79.2	84.9	91.7	99.3	98.8	98.8
2015		13.7	43.3	69.9	89.1	109.5	138.4	150.9	145.9	145.9
2016			15.0	71.0	101.5	129.6	125.5	130.1	134.3	134.3
2017				27.1	51.2	83.2	116.8	134.8	136.0	136.0
2018					19.1	73.4	99.0	111.2	111.2	111.2
2019						27.1	86.6	121.1	132.7	132.7
2020							47.6	121.2	174.7	226.2
2021								43.2	90.4	131.7
2022									17.8	75.5
2023										21.5
								Total		$	1,213.8
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								$	837.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	837.6

	Property Catastrophe and Other Property Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	185.8	172.8	157.2	145.7	145.8	141.1	141.1	139.7	137.1	137.1		—	901
2015		211.3	185.1	175.3	154.8	170.3	170.4	176.8	155.3	155.3		—	1,051
2016			266.4	266.3	265.0	243.8	239.2	230.7	228.6	228.6		—	1,303
2017				552.3	531.4	513.1	501.8	573.6	431.8	431.8		—	1,958
2018					318.2	351.9	344.1	534.7	282.1	282.1		—	1,777
2019						228.0	241.5	332.4	162.7	162.7		—	1,401
2020							317.6	403.7	350.7	362.6		(5.5)	1,418
2021								652.9	479.3	498.9		30.7	1,498
2022									393.7	392.5		48.9	1,404
2023										230.8		117.7	753
								Total		$	2,882.4

	Property Catastrophe and Other Property Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	36.8	98.7	124.5	133.8	137.3	135.9	137.5	137.4	137.1	137.1
2015		35.8	94.2	125.4	137.8	154.8	157.1	158.6	155.3	155.3
2016			56.3	161.7	202.4	213.2	226.1	231.7	228.6	228.6
2017				123.2	356.1	414.5	438.4	411.7	431.8	431.8
2018					122.4	282.2	286.2	279.5	282.1	282.1
2019						28.1	140.8	167.5	162.7	162.7
2020							41.9	165.7	237.3	312.3
2021								75.0	235.7	364.3
2022									65.2	200.8
2023										45.1
								Total		$	2,320.1
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								562.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	562.3

	Casualty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	203.4	205.8	214.2	207.5	201.0	204.0	199.9	189.8	131.0	131.0		—	1,866
2015		192.5	199.2	208.9	211.4	209.0	205.2	195.2	116.5	116.5		—	2,067
2016			231.1	243.5	243.0	252.9	260.3	251.2	137.1	137.1		—	2,231
2017				242.7	240.4	251.0	250.4	261.6	110.8	110.8		—	2,284
2018					227.2	256.5	264.1	254.3	92.7	92.7		—	2,149
2019						233.5	254.0	244.3	52.9	52.9		—	1,790
2020							253.6	234.7	198.8	181.2		62.0	1,389
2021								206.4	216.3	205.7		93.3	1,325
2022									249.5	250.6		178.3	1,256
2023										271.6		244.9	779
								Total		$	1,550.1

	Casualty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	2.5	13.7	37.6	59.9	86.0	106.8	124.4	131.0	131.0	131.0
2015		3.4	17.8	38.1	65.2	89.0	108.0	116.5	116.5	116.5
2016			9.1	33.3	63.6	95.6	125.6	137.1	137.1	137.1
2017				8.8	30.4	58.8	97.0	110.7	110.8	110.8
2018					7.1	33.4	73.3	92.7	92.7	92.7
2019						9.2	36.4	52.5	52.9	52.9
2020							9.1	27.8	44.3	71.9
2021								7.8	37.3	64.0
2022									9.4	31.1
2023										8.5
								Total		$	816.5
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								733.6
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	733.6

	Specialty Reinsurance
	Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance											As at December 31, 2023
												Total of IBNR Plus Expected Development on Reported Claims	Cumulative Number of Reported Claims
	For the Years Ended December 31,
	Unaudited Prior Years
Accident  Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	$ (in millions)
2014	150.7	139.0	130.9	122.1	124.9	123.5	119.3	116.4	104.0	104.0		—	618
2015		164.7	168.0	162.7	157.3	155.9	151.4	151.1	132.1	132.1		—	774
2016			237.2	238.3	236.1	228.9	224.0	211.6	188.2	188.2		—	937
2017				377.4	390.4	374.1	363.0	356.4	305.9	305.9		—	1,336
2018					393.8	393.3	391.7	416.2	324.3	324.3		—	1,418
2019						472.6	495.9	398.7	401.1	401.1		—	1,543
2020							414.1	601.3	375.4	379.5		36.7	1,494
2021								157.4	152.5	142.1		41.1	1,356
2022									194.7	194.3		108.9	1,319
2023										142.5		100.4	952
								Total		$	2,314.0

	Specialty Reinsurance
	Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
	For the Years Ended December 31,
	Unaudited Prior Years
Accident Year	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
	($ in millions)
2014	16.4	55.9	80.6	88.7	99.0	101.9	103.6	104.1	104.0	104.0
2015		17.5	55.8	103.3	120.9	129.9	132.9	132.6	132.1	132.1
2016			58.4	150.3	164.7	182.7	192.9	194.3	188.2	188.2
2017				94.5	238.2	270.0	305.2	306.4	305.9	305.9
2018					27.1	279.6	313.0	324.7	324.3	324.3
2019						273.2	381.0	399.2	401.1	401.1
2020							213.0	270.1	290.9	311.6
2021								28.3	53.4	76.1
2022									26.0	53.8
2023										22.6
								Total		$	1,919.7
		All outstanding liabilities for 2014 and subsequent years, net of reinsurance								394.3
			All outstanding liabilities before 2014, net of reinsurance							—
		Liabilities for claims and claim adjustment expenses, net of reinsurance								$	394.3

Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability

Reconciliation of Incurred and Paid Claims Development to total Reserve for Losses and LAE

	As at December 31, 2023	As at December 31, 2022
	($ in millions)	($ in millions)
Net outstanding liabilities:
Insurance lines
- Property insurance lines	270.8	259.0
- Casualty insurance lines	636.5	457.3
- Marine, aviation and energy insurance lines	194.5	163.7
- Financial and professional insurance lines	837.6	671.9
Total insurance lines	1,939.4	1,551.9
Reinsurance lines
- Property catastrophe and other property reinsurance	562.3	677.9
- Casualty reinsurance	733.6	571.6
- Specialty reinsurance	394.3	350.2
Total reinsurance lines	1,690.2	1,599.7
Net loss and LAE	3,629.6	3,151.6
Reinsurance recoverable on unpaid losses:
Insurance lines	2,821.6	2,907.8
Reinsurance lines	1,756.2	1,989.9
Total reinsurance recoverable on unpaid losses	4,577.8	4,897.7
Deferred gain on retroactive contracts	27.3	42.7
Unallocated claims incurred	47.9	41.4
Other reinsurance balances recoverable (1)	(489.1)	(429.3)
Carbon syndicate reserves	16.7	5.2
Other	0.4	1.6
	(396.8)	(338.4)
Reserve for losses and LAE at the end of the year	7,810.6	7,710.9

____________________

(1)     Other reinsurance balances recoverable primarily include short term recoverables to be collected.

Short-duration Insurance Contracts, Schedule of Historical Claims Duration

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years	1		2		3		4		5		6		7		8		9		10
Property insurance lines	30.6	%	39.0	%	13.7	%	6.3	%	2.7	%	2.4	%	0.2	%	0.3	%	0.7	%	—	%
Casualty insurance lines	4.1	%	18.7	%	33.1	%	24.2	%	2.7	%	1.0	%	5.1	%	(0.4)	%	0.1	%	—	%
Marine, aviation and energy insurance lines	22.5	%	33.3	%	21.5	%	11.4	%	3.2	%	3.1	%	2.8	%	0.7	%	0.4	%	—	%
Financial and professional insurance lines	12.1	%	28.6	%	20.7	%	16.0	%	5.3	%	6.0	%	4.7	%	1.4	%	(0.3)	%	—	%
Property catastrophe and other property reinsurance	22.6	%	45.5	%	16.7	%	5.8	%	2.3	%	1.5	%	0.2	%	(0.7)	%	(0.1)	%	—	%
Casualty reinsurance	6.0	%	19.0	%	22.4	%	19.3	%	12.5	%	8.1	%	5.2	%	1.7	%	—	%	—	%
Specialty reinsurance	27.3	%	34.9	%	14.3	%	7.4	%	3.7	%	1.1	%	(0.5)	%	—	%	—	%	—	%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Total Income Tax

Total income tax (benefit)/expense for the twelve months ended December 31, 2023, 2022 and 2021 was allocated as follows:

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions)
Income tax (benefit)/expense allocated to net income	$	(132.1)	$	(78.1)	$	5.3
Income tax expense/(benefit) allocated to other comprehensive income	20.6		(23.9)		0.3
Total income tax (benefit)/expense	$	(111.5)	$	(102.0)	$	5.6

Schedule of Income Tax by Taxing Authority

Income/(loss) from operations before income taxes and income tax expense/(benefit) attributable to that income/(loss) for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the tables below:

	Twelve Months Ended December 31, 2023
	Income before tax		Current tax expense		Deferred tax (benefit)/expense		Total income tax (benefit)/expense
	($ in millions)
Bermuda (1)	$	148.8	$	—	$	(201.1)	$	(201.1)
U.S. (2)	236.3		52.4		3.0		55.4
U.K. (3)	0.7		5.3		0.1		5.4
Other (4)	16.8		7.9		0.3		8.2
Total	$	402.6	$	65.6	$	(197.7)	$	(132.1)
	Twelve Months Ended December 31, 2022
	(Loss)/income before tax		Current tax expense		Deferred tax (benefit)		Total income tax (benefit)/expense
	($ in millions)
Bermuda	$	(103.3)	$	—	$	—	$	—
U.S.	34.8		14.8		(102.9)		(88.1)
U.K.	62.4		7.0		—		7.0
Other	(20.9)		4.7		(1.7)		3.0
Total	$	(27.0)	$	26.5	$	(104.6)	$	(78.1)
	Twelve Months Ended December 31, 2021
	Income/(loss) before tax		Current tax expense		Deferred tax (benefit)		Total income tax expense/(benefit)
	($ in millions)
Bermuda	$	22.9	$	—	$	—	$	—
U.S	5.0		5.8		—		5.8
U.K.	75.1		—		(0.3)		(0.3)
Other	(67.9)		2.7		(2.9)		(0.2)
Total	$	35.1	$	8.5	$	(3.2)	$	5.3

________________

(1)     We have recorded a deferred tax asset in Bermuda consisting of $156.6 million in respect of the ETA and $44.5 million in respect of an OTLC as a result of the newly enacted Corporate Income Tax Act 2023 in Bermuda. The ETA election allows for an adjustment equal to the difference between the fair market value and carrying value of assets and liabilities. The OTLC allows losses from year 2020 to 2024 to be carried forward. We expect this deferred tax asset to be utilized predominantly over a 10-year period. We expect to incur and pay increased taxes in Bermuda beginning in 2025.

(2)    The U.S. current tax expense of $52.4 million (2022 — $14.8 million) includes $0.9 million of Base Erosion and Anti-abuse Tax.

(3)    The U.K. current tax expense of $5.3 million largely relates to prior year adjustments.

(4)    Current tax expense and deferred tax expense in “Other” mostly relates to prior year adjustments in the branches of Aspen UK.

Income Tax Reconciliation

The reconciliation between the income tax (benefit)/expense and the amount that would result from applying the statutory rate for the Company for the twelve months ended December 31, 2023, 2022 and 2021 is provided in the table below:

	Twelve Months Ended December 31,
	2023		2022		2021
Income Tax Reconciliation	($ in millions)
Income tax benefit at statutory tax rate of zero percent	$	—	$	—	$	—
Overseas statutory tax rates differential	56.3		16.8		(0.9)
Base erosion and anti-abuse tax (BEAT) expense	0.9		2.3		6.1
Prior year adjustments (1)	6.9		(2.9)		0.5
Introduction of Bermuda corporate income tax	(201.1)		—		—
Change in valuation allowance (2)	4.0		(98.9)		9.6
Impact of unrecognized tax benefits (3)	—		—		—
Australian non-resident withholding tax	—		1.5		0.6
Foreign exchange	(1.3)		(0.3)		(1.5)
Non-deductible expenses	2.5		2.4		2.4
Impact of changes in statutory tax rates	(0.3)		(5.7)		(11.5)
Tax effect of OCI in income statement	—		6.7		—
Total income tax (benefit)/expense	$	(132.1)	$	(78.1)	$	5.3

________________

(1)     The submission dates for filing income tax returns for the Company’s U.S. and U.K. operating subsidiaries are after the submission date of this report. Accordingly, the final tax liabilities may differ from the estimated income tax expense included in this report and may result in prior year adjustments being reported. The prior period adjustments for the twelve months ended December 31, 2023 predominantly relate to the determination of the results of the branches of the U.K. operating subsidiaries. The prior period adjustments for the twelve months ended December 31, 2022 and 2021 predominantly relate to the determination of results in the U.K.

(2)     The decrease in valuation allowance in 2022 related to a change in judgment about the recoverability of deferred tax assets in the U.S. operating subsidiaries.

(3)     In 2023, the Company did not have any unrecognized tax benefits.

Income tax returns that have been filed by the Company’s U.S. Operating Subsidiaries are subject to examination for 2020 and later tax years. The Company’s U.K. operating subsidiaries’ income tax returns are potentially subject to examination for 2022 and later tax years as these periods are considered “open” by the U.K. Tax Authority. The Company accrues interest and penalties related to an underpayment of income taxes, if applicable, as income tax expenses. The Company does not believe it will be subject to any penalties in any open tax years.

Tax Effects of Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and deferred tax liabilities are presented in the following table as at December 31, 2023 and 2022:

	As at December 31,
	2023		2022
	($ in millions)
Deferred tax assets:
Operating loss carryforwards	217.2		167.6
Capital loss carryforwards	9.7		6.7
Insurance reserves: Losses and loss adjustment expenses	104.1		28.3
Unrealized losses on investments	8.9		20.6
Accrued expenses	13.4		6.1
Foreign tax credit carryforwards	19.0		19.8
Insurance reserves: Unearned premiums	35.0		36.0
Intangible assets	82.9		0.7
Office properties and equipment	16.5		14.2
Operating lease liabilities	15.6		18.5
Other temporary differences	7.6		3.7
Total deferred tax assets	529.9		322.2
Less valuation allowance	(172.7)		(145.7)
Deferred tax assets, net of valuation allowance	$	357.2	$	176.5
Deferred tax liabilities:
Deferred acquisition costs	(32.4)		(37.0)
Right-of-use operating lease assets	(10.4)		(13.7)
Insurance reserves: Losses and loss adjustment expenses	(0.1)		(0.2)
Other temporary differences	(3.3)		(6.4)
Total deferred tax (liabilities)	(46.2)		(57.3)
Net deferred tax assets	$	311.0	$	119.2

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Capital Structure (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Summary of Authorized and Issued Share Capital

The following table provides a summary of the Company’s authorized and issued share capital as at December 31, 2023 and 2022:

	As at December 31, 2023		At December 31, 2022
	Number	$ in Thousands	Number	$ in Thousands
Authorized share capital:
Ordinary Shares $0.01 per share (2022 — $0.01 per share)	70,000,000	700	70,000,000	700
Preference Shares 0.15144558¢ per share	30,000,000	45	30,000,000	45
Total authorized share capital		745		745
Issued share capital:
Issued ordinary shares $0.01 per share (2022 — $0.01 per share)	60,395,839	604	60,395,839	604
Issued 5.950% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	11,000,000	17	11,000,000	17
Issued 5.625% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share	10,000,000	15	10,000,000	15
Issued 5.625% preference shares of 0.15144558¢ represented by depositary shares, each with a liquidation preference of $25 per share (1)	10,000	—	10,000	—
Total issued share capital		636		636

 ______________

(1)     Each depositary share represents a 1/1000th interest in a share of the 5.625% preference shares.

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

In December 2023, the Company filed a registration statement with the SEC relating to a proposed Initial Public Offering of our ordinary shares. As a result of that filing, and in accordance with the accounting guidance of ASC Topic 260, “Earnings Per Share”, the Company has presented the following disclosure on earnings per ordinary share. This disclosure is new for the fiscal year ended December 31, 2023.

Basic and diluted earnings per ordinary share are calculated by dividing net income available to holders of Aspen Insurance Holdings Limited’s ordinary shares by the weighted average number of ordinary shares outstanding. The following table presents the computation of basic and diluted earnings/(loss) per ordinary share for the twelve months ended December 31, 2023, 2022 and 2021.

	Twelve Months Ended December 31,
	2023		2022		2021
	($ in millions, except share and share amounts)
Net income	$	534.7	$	51.1	$	29.8
Less: Preference share dividends	(49.9)		(44.6)		(44.5)
Net income/(loss) available to ordinary shareholders	$	484.8	$	6.5	$	(14.7)
Basic and diluted weighted average ordinary shares outstanding	60,395,839		60,395,839		60,395,839
Basic and diluted earnings/(loss) per ordinary share	$	8.03	$	0.11	$	(0.24)

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Statutory Requirements and Dividends Restrictions (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure Statutory Requirements And Dividends Restrictions Summary Of Statutory Requirements And Dividends Restrictions [Abstract]

Summary of Statutory Capital and Surplus Requirements

Actual and required statutory capital and surplus for the principal Operating Subsidiaries of the Company, excluding its Lloyd’s syndicate, as at December 31, 2023 and December 31, 2022 were estimated as follows:

	As at December 31, 2023
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	488.9	$	601.1	$	257.2
Actual statutory capital and surplus	$	1,063.1	$	1,685.2	$	734.7

	As at December 31, 2022
	U.S.		Bermuda		U.K.
	($ in millions)
Required statutory capital and surplus	$	513.9	$	536.7	$	771.8
Actual statutory capital and surplus	$	838.6	$	1,426.6	$	802.5

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Dividends (Tables)

12 Months Ended

Dec. 31, 2023

Dividends [Abstract]

Schedule of Dividends Payable [Table Text Block]

In the twelve months ended December 31, 2023, the Company’s Board of Directors paid the following dividends:

Calendar Quarter	Preference Share Category						Quarterly Total		Declared	Paid
	5.950% PS		5.625% PS		5.625% DS
Q1 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	03/01/23	04/01/23
Q2 2023	$	4,090,900	$	3,516,000	$	3,515,600	$	11,122,500	06/01/23	07/01/23
Q3 2023	$	6,815,600	$	3,516,000	$	3,515,600	$	13,847,200	09/01/23	10/01/23
Q4 2023	$	6,741,900	$	3,516,000	$	3,515,600	$	13,773,500	11/30/23	12/28/23
Total Paid	$	21,739,300	$	14,064,000	$	14,062,400	$	49,865,700

 ______________

(1)    5.950% Preference Shares (AHL PRC) — Fixed to Floating Rate Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares (AHL PRD) — Perpetual Non-Cumulative Preference Shares

5.625% Preference Shares(AHL PRE) are represented by depositary shares, each representing a 1/1000th interest in a share of the 5.625% Preference Shares. The dividend paid per depositary share is likewise 1/1000th of the declared dividend, equivalent to $0.35156 per depositary share.

In the twelve months ended December 31, 2023, the Company paid an ordinary shares dividend of $40.3 million to Highlands Bermuda Holdco, Ltd., the holder of all the Company’s ordinary shares.

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Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease, Cost

Operating lease charge. The following table summarizes the operating lease charge for the twelve months ended December 31, 2023, 2022 and 2021:

	For the Twelve Months Ended
	December 31, 2023		December 31, 2022		December 31, 2021
	($ in millions)
Amortization charge on right-of-use operating leased assets	$	10.7	$	10.1	$	12.0
Interest on operating lease liabilities	4.5		5.4		5.5
Operating lease charge	$	15.2	$	15.5	$	17.5

Lessee, Operating Lease, Liability

Lease Liabilities. The following table summarizes the maturity of lease liabilities under non-cancellable leases as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
	($ in millions)
Operating leases — maturities
2023	$	—	$	15.4
2024	15.4		15.2
2025	15.1		14.9
2026	14.3		14.1
2027	12.8		12.6
2028	12.7		12.4
Later years	32.4		34.8
Total minimum lease payments	$	102.7	$	119.4
Less imputed interest	(16.6)		(23.9)
Total lease liabilities	$	86.1	$	95.5

Other lease information. The following table summarizes the cash flows on operating leases for the twelve months ended December 31, 2023, 2022 and 2021 and other supplemental information:

	For the Twelve Months Ended
	December 31, 2023			December 31, 2022			December 31, 2021
	($ in millions)
Cash paid for amounts included in the measurement of lease liabilities
- Operating cash outflow from operating leases	$	(15.5)		$	(15.5)		$	(17.5)
Right-of-use assets obtained in exchange for lease obligations
- Operating leases	$	0.2		$	1.9		$	23.9
Reduction to Right-of-use assets resulting from reductions to lease obligations
- Operating leases	$	0.1		$	7.0		$	2.3
Weighted Averages
- Operating leases, remaining lease terms (years)	7.3			8.1			8.8
- Operating leases, average discount rate	5.0		%	5.0		%	5.0		%

Summary of Other Lease Information

Other lease information. The following table summarizes the cash flows on operating leases for the twelve months ended December 31, 2023, 2022 and 2021 and other supplemental information:

	For the Twelve Months Ended
	December 31, 2023			December 31, 2022			December 31, 2021
	($ in millions)
Cash paid for amounts included in the measurement of lease liabilities
- Operating cash outflow from operating leases	$	(15.5)		$	(15.5)		$	(17.5)
Right-of-use assets obtained in exchange for lease obligations
- Operating leases	$	0.2		$	1.9		$	23.9
Reduction to Right-of-use assets resulting from reductions to lease obligations
- Operating leases	$	0.1		$	7.0		$	2.3
Weighted Averages
- Operating leases, remaining lease terms (years)	7.3			8.1			8.8
- Operating leases, average discount rate	5.0		%	5.0		%	5.0		%

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Company's Restricted Assets

The following table details the forms and value of Company’s material restricted assets as at December 31, 2023 and 2022:

	As at December 31, 2023			At December 31, 2022
	($ in millions, except percentages)
Regulatory trusts and deposits:
Affiliated transactions	$	660.8		$	707.1
Third party	2,714.4			2,817.7
Letters of credit / guarantees(1)	172.0			471.3
Total restricted assets (excluding illiquid assets)	3,547.2			3,996.1
Other investments — illiquid assets	209.3			221.3
Total restricted assets and illiquid assets	$	3,756.5		$	4,217.4
Total as percent of cash and invested assets (2)	50.2		%	59.4		%

(1)As at December 31, 2023, the Company had pledged funds of $172.0 million (December 31, 2022 — $471.3 million) as collateral for the secured letters of credit.

(2)Investable assets comprise total investments, cash and cash equivalents, accrued interest, receivables for securities sold and payables for securities purchased.

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Reclassifications from Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income Reclassification

The following table sets out the components of the Company’s AOCI that are reclassified into the condensed consolidated statement of operations for the twelve months ended December 31, 2023, 2022 and 2021:

	Amount Reclassified from AOCI
Details about the AOCI Components	Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022		Twelve Months Ended December 31, 2021		Affected Line Item in the  Consolidated Statement of Operations
	($ in millions)
Available for sale:
Realized (gains) on sale of securities	$	(2.2)	$	(3.9)	$	(24.8)	Realized and unrealized investment gains
Realized losses on sale of securities	42.4		58.9		4.4		Realized and unrealized investment losses
	40.2		55.0		(20.4)		Income from operations before income tax
Tax on net realized gains of securities	(6.6)		—		—		Income tax (expense)/benefit
	$	33.6	$	55.0	$	(20.4)	Net income
Realized derivatives:
Net realized gains on settled derivatives	(8.1)		15.4		(6.2)		General, administrative and corporate expenses
Tax on settled derivatives	—		—		—		Income tax (expense)/benefit
	$	(8.1)	$	15.4	$	(6.2)	Net income
Total reclassifications from AOCI to the statement of operations, net of income tax	$	25.5	$	70.4	$	(26.6)	Net income

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Credit Facility and Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Contractual Obligations Under Long-term Debts

The following table summarizes our contractual obligations under long-term debt as at December 31, 2023.

	Payments Due By Period
Contractual Basis	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	($ in millions)
Long-term Debt Obligations	$	—	$	300.0	$	—	$	—	$	300.0

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Credit Losses (Tables)

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Debt Securities, Available-for-Sale, Allowance for Credit Loss

The following tables summarize the Company’s allowance for expected credit losses for the twelve months ended December 31, 2023 and December 31, 2022 in available for sale investments, reinsurance recoverables and receivables:

Available for Sale Investments	December 31,
	2023		2022
	($ in millions)
Balance at the beginning of the period	$	7.7	$	2.7
Additions to the allowance for credit losses on securities for which credit losses were not previously recognized	0.3		5.4
Increases/(decreases) to the allowance for credit losses on securities that had an allowance in the prior period	(3.6)		0.2
Reductions to the allowance for securities sold	(1.5)		(0.6)
Balance at the end of the period	$	2.9	$	7.7

Reinsurance Recoverable, Allowance for Credit Loss

	December 31, 2023				December 31, 2022
	Reinsurance Recoverables		Receivables		Reinsurance Recoverables		Receivables
	($ in millions)				($ in millions)
Balance at the beginning of the year	$	3.7	$	25.0	$	3.3	$	30.2
Movement in the year	—		(4.0)		0.4		(5.2)
Balance at the end of the year	$	3.7	$	21.0	$	3.7	$	25.0

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Basis of Preparation and Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 period
Property, Plant and Equipment [Line Items]
Non-Payment Of Dividends, Number Of Periods	6
Computer Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	4 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Computer Software, Intangible Asset | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Software, Intangible Asset | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

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Segment Reporting - Additional Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 segement
Segment Reporting [Abstract]
Number of business segments	2

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Segment Reporting - Summary of Gross and Net Written and Earned Premiums, Underwriting Results, Ratios and Reserves for Each of Company's Business Segments (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Gross written premiums		$ 3,967.6		$ 4,338.7	$ 3,938.4
Net written premiums		2,581.9		2,896.0	2,587.7
Gross earned premiums		4,006.8		3,988.0	3,618.3
Net earned premiums		2,614.5		2,688.7	2,410.5
Losses and loss adjustment expenses		1,553.0		1,680.0	1,693.3
Acquisition costs		380.2		431.8	414.1
General and administrative expenses		354.5		386.5	333.1
Underwriting income (loss)		326.8		190.4	(30.0)
Corporate and other expenses		(114.0)		(71.7)	(64.3)
Non-operating expenses (2)		(35.1)		(36.0)	(20.6)
Net investment income (1)		275.7	[1]	188.1	147.5
Realized and unrealized investment gains (2)		75.9		5.0	56.2
Realized and unrealized investment losses	[2]	(61.4)		(182.6)	(47.4)
Change in fair value of derivatives		26.1		(80.5)	(35.9)
Interest Expense, Debt		(55.2)		(43.7)	(14.3)
Net realized and unrealized foreign exchange (losses)		(36.2)		15.9	40.0
Other income		0.0		8.2	14.7
Other expenses		0.0		20.1	10.8
Income (loss) from operations before income taxes		402.6		(27.0)	35.1
Income Tax Expense (Benefit)		132.1		78.1	(5.3)
Net income/(loss)		534.7		51.1	29.8
Reserve for losses and loss adjustment expenses		7,810.6		7,710.9	7,611.8	$ 7,165.3
Liability for Unpaid Claims and Claims Adjustment Expense, Net, Total		$ 3,232.8		$ 2,813.2	$ 4,313.7	$ 3,970.1
Ratios
Loss ratio		59.40%		62.50%	70.20%
Acquisition cost ratio		14.50%		16.10%	17.20%
General and administrative expense ratio		13.60%		14.40%	13.80%
Expense ratio		28.10%		30.50%	31.00%
Combined ratio		87.50%		93.00%	101.20%
Reinsurance
Segment Reporting Information [Line Items]
Net written premiums		$ 1,098.0		$ 1,426.4	$ 1,199.0
Net earned premiums		1,154.5		1,251.8	1,118.8
Reserve for losses and loss adjustment expenses		1,373.1		1,360.7	2,148.4
Liability for Unpaid Claims and Claims Adjustment Expense, Net, Total		$ 1,373.1		$ 1,360.7	$ 2,148.4
Ratios
Loss ratio		52.90%		61.50%	63.00%
Acquisition cost ratio		18.10%		20.20%	19.80%
General and administrative expense ratio		10.40%		11.40%	10.80%
Expense ratio		28.50%		31.60%	30.60%
Combined ratio		81.40%		93.10%	93.60%
Insurance
Segment Reporting Information [Line Items]
Net written premiums		$ 1,483.9		$ 1,469.6	$ 1,388.7
Net earned premiums		1,460.0		1,436.9	1,291.7
Reserve for losses and loss adjustment expenses		1,859.7		1,452.5	2,165.3
Liability for Unpaid Claims and Claims Adjustment Expense, Net, Total		$ 1,859.7		$ 1,452.5	$ 2,165.3
Ratios
Loss ratio		64.50%		63.30%	76.50%
Acquisition cost ratio		11.80%		12.50%	14.90%
General and administrative expense ratio		16.00%		17.00%	16.40%
Expense ratio		27.80%		29.50%	31.30%
Combined ratio		92.30%		92.80%	107.80%
Operating Segments | Reinsurance
Segment Reporting Information [Line Items]
Gross written premiums		$ 1,521.0		$ 1,807.0	$ 1,597.0
Net written premiums		1,098.0		1,426.4	1,199.0
Gross earned premiums		1,562.0		1,617.2	1,479.2
Net earned premiums		1,154.5		1,251.8	1,118.8
Losses and loss adjustment expenses		611.1		770.3	705.2
Acquisition costs		208.6		252.4	221.6
General and administrative expenses		120.6		142.5	121.3
Underwriting income (loss)		214.2		86.6	70.7
Operating Segments | Insurance
Segment Reporting Information [Line Items]
Gross written premiums		2,446.6		2,531.7	2,341.4
Net written premiums		1,483.9		1,469.6	1,388.7
Gross earned premiums		2,444.8		2,370.8	2,139.1
Net earned premiums		1,460.0		1,436.9	1,291.7
Losses and loss adjustment expenses		941.9		909.7	988.1
Acquisition costs		171.6		179.4	192.5
General and administrative expenses		233.9		244.0	211.8
Underwriting income (loss)		$ 112.6		$ 103.8	$ (100.7)

[1] Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

[2] Realized and unrealized investments gains includes gains of $8.7 million on related party investments (2022 — $0.4 million loss, 2021 — $Nil ).

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Segment Reporting - Summary of the Schedule of the Company's gross written premiums based on the location of the insured risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Gross written premiums	$ 3,967.6	$ 4,338.7	$ 3,938.4
Australia/Asia
Segment Reporting Information [Line Items]
Gross written premiums	177.8	257.5	275.8
Europe
Segment Reporting Information [Line Items]
Gross written premiums	179.4	194.5	140.6
United Kingdom & Ireland
Segment Reporting Information [Line Items]
Gross written premiums	532.5	485.8	393.2
United States & Canada
Segment Reporting Information [Line Items]
Gross written premiums	2,472.0	2,715.7	2,301.8
Worldwide excluding United States
Segment Reporting Information [Line Items]
Gross written premiums	28.8	24.2	31.5
Worldwide including United States
Segment Reporting Information [Line Items]
Gross written premiums	417.2	541.7	592.2
Other (4)
Segment Reporting Information [Line Items]
Gross written premiums	$ 159.9	$ 119.3	$ 203.3

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Investments - Summary of Investment Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023		Dec. 31, 2022	Dec. 31, 2021
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	$ (287.3)		$ (198.4)	$ (159.2)
Investment expenses	(11.6)		(10.3)	(11.7)
Net investment income	275.7	[1]	188.1	147.5
Fixed income securities
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(115.7)		(95.6)	(87.2)
Short-term investments
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(5.3)		(0.6)	(0.1)
Short-term investment, Trading
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(0.3)		(0.1)	0.0
Fixed term deposits (included in cash and cash equivalents)
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(39.9)		(6.6)	(0.7)
Catastrophe bonds — Trading
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(0.2)		(0.3)	(0.9)
Privately-held investments, Available for Sale
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(0.1)		0.0	0.0
Privately-held investments — Trading
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(44.7)		(24.3)	(18.2)
Other investments, at fair value
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	(17.8)		(13.9)	(21.9)
Fixed Income Securities
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income	$ (98.9)		$ (57.0)	$ (30.2)

[1] Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

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Investments - Net Realized and Unrealized Investment Gains and Losses and Change in Unrealized Gains and Losses on Investments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Fixed income securities - gross realized gains	$ 1.6	$ 2.9	$ 22.7
Fixed income securities - gross realizes (losses)	(41.5)	(58.4)	(3.6)
Net change in expected credit gains (losses)	4.8	(5.0)	(2.5)
Fixed income securities, trading - gross realized gains	1.0	0.2	12.2
Fixed income securities, trading, gross realizes (losses)	(3.5)	(1.8)	(2.0)
Privately-held investments net unrealized gains/(losses)	65.9	(113.9)	(23.4)
Catastrophe bonds	0.1	0.2	(0.8)
Total net realized and unrealized investment gains/(losses) recorded in the consolidated statement of operations	14.5	(177.6)	8.8
Change in available for sale net unrealized gains/(losses):
Available for sale investments	126.2	(391.7)	(157.6)
Income tax (expense)/benefit	(20.6)	23.9	(0.3)
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income	105.6	(367.8)	(157.9)
Privately-held investments
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Fixed income securities, trading - gross realized gains	0.8	0.7	0.6
Fixed income securities, trading, gross realizes (losses)	0.0	(0.1)	(13.8)
Privately-held investments net unrealized gains/(losses)	15.2	2.5	(18.1)
Short-term investments
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Fixed income securities - gross realized gains	0.6	1.0	2.0
Fixed income securities - gross realizes (losses)	(0.9)	(0.5)	(0.8)
Fixed income securities, trading - gross realized gains	0.1	0.0	0.1
Fixed income securities, trading, gross realizes (losses)	(0.3)	0.0	(0.3)
MVI
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Income/(loss) from equity method investment	0.2	0.0	0.1
Multi-Line Insurer
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Income/(loss) from equity method investment	$ 0.8	$ (0.4)	$ 0.2

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Investments - Cost, Gross Unrealized Gains and Losses, and Estimated Fair Value of Available for Sale Investments in Fixed Income Maturities and Short-Term Investments (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	$ 4,330.0	$ 4,131.3
Gross unrealized gains	17.3	3.6
Gross unrealized losses	(221.8)	(338.6)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	(2.9)	(7.7)
Fair market value	4,122.6	3,788.6
Total short-term investments — Available for sale
Schedule of Trading Securities and Other Trading Items [Line Items]
Gross unrealized gains	0.0	0.0
Gross unrealized losses	0.0	(0.4)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	0.0
Fixed maturities
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	4,438.3	4,183.7
Gross unrealized gains	17.5	3.6
Gross unrealized losses	(221.8)	(339.0)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	(2.9)	(7.7)
Fair market value	4,231.1	3,840.6
U.S. government
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	1,224.9	1,003.7
Gross unrealized gains	4.4	0.0
Gross unrealized losses	(26.7)	(50.7)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	0.0
Fair market value	1,202.6	953.0
U.S. agency
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	7.5	9.2
Gross unrealized gains	0.0	0.0
Gross unrealized losses	(0.3)	(0.4)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	0.0
Fair market value	7.2	8.8
Municipal
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	133.6	159.9
Gross unrealized gains	0.0	0.0
Gross unrealized losses	(5.0)	(9.4)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	(0.5)	(1.0)
Fair market value	128.1	149.5
Corporate
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	2,051.1	2,016.9
Gross unrealized gains	12.1	3.5
Gross unrealized losses	(101.5)	(169.1)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	(2.4)	(6.3)
Fair market value	1,959.3	1,845.0
Non-U.S. government-backed corporate
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	106.5	119.4
Gross unrealized gains	0.1	0.0
Gross unrealized losses	(5.9)	(8.8)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	(0.2)
Fair market value	100.7	110.4
Non-U.S government
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	279.9	225.2
Gross unrealized gains	0.6	0.1
Gross unrealized losses	(6.7)	(11.5)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	(0.2)
Fair market value	273.8	213.6
Agency commercial mortgage-backed securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	6.6	6.6
Gross unrealized gains	0.0	0.0
Gross unrealized losses	(0.8)	(1.0)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0	0.0
Fair market value	5.8	5.6
Collateralized Mortgage-Backed Securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	519.9	590.4
Gross unrealized gains		0.0
Gross unrealized losses		(87.7)
Debt Securities, Available-for-Sale, Allowance for Credit Loss		0.0
Fair market value	445.1	502.7
Agency residential mortgage-backed securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	519.9
Gross unrealized gains	0.1
Gross unrealized losses	(74.9)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0
Fair market value	445.1
Total short-term investments — Available for sale
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	93.6	52.4
Fair market value	93.6	$ 52.0
Privately-held investments, Available for Sale
Schedule of Trading Securities and Other Trading Items [Line Items]
Fixed income securities, available for sale amortized cost	14.7
Gross unrealized gains	0.2
Gross unrealized losses	0.0
Debt Securities, Available-for-Sale, Allowance for Credit Loss	0.0
Fair market value	$ 14.9

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Investments - Cost, Gross Unrealized Gains and Losses, and Estimated Fair Value of Trading Investments in Fixed Income Maturities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	$ 1,527.0	$ 1,576.7
High yield loans
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	90.8	90.2
Gross Unrealized Gains	1.3	0.2
Gross Unrealized Losses	0.0	(2.1)
Fair market value, trading	92.1	88.3
Fixed income securities - trading
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	1,527.0	1,576.7
Gross Unrealized Gains	4.7	0.7
Gross Unrealized Losses	(46.0)	(101.9)
Fair market value, trading	1,485.7	1,475.5
Short-term investments
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	2.1	6.3
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	0.0	0.0
Fair market value, trading	2.1	6.3
Catastrophe Bonds
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	1.6	5.1
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	0.0	(2.2)
Fair market value, trading	1.6	2.9
Commercial mortgage loans
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	293.2	312.6
Gross Unrealized Gains	1.0	0.6
Gross Unrealized Losses	(19.3)	(1.1)
Fair market value, trading	274.9	312.1
Middle market loans
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	85.9	109.0
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	(1.1)	(2.1)
Fair market value, trading	84.8	106.9
Securities, asset-backed
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	83.1	68.8
Gross Unrealized Gains	0.4	0.0
Gross Unrealized Losses	(0.6)	(2.0)
Fair market value, trading	82.9	66.8
Global corporates securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	14.7	15.1
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	(0.3)	(0.1)
Fair market value, trading	14.4	15.0
Equity securities — Trading
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost		6.6
Gross Unrealized Gains		0.0
Gross Unrealized Losses		0.0
Fair market value, trading		6.6
Short-term investments
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	18.0	25.6
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	0.0	0.0
Fair market value, trading	18.0	25.6
Privately-held investments
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	494.9	537.7
Gross Unrealized Gains	1.4	0.6
Gross Unrealized Losses	(21.3)	(5.3)
Fair market value, trading	475.0	533.0
Total - Trading
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	2,025.6	2,125.8
Gross Unrealized Gains	6.1	1.3
Gross Unrealized Losses	(67.3)	(109.4)
Fair market value, trading	1,964.4	2,017.7
U.S. government
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	248.7	267.9
Gross Unrealized Gains	0.5	0.0
Gross Unrealized Losses	(3.7)	(6.3)
Fair market value, trading	245.5	261.6
Municipal
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	3.3	3.9
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	(0.2)	(0.3)
Fair market value, trading	3.1	3.6
Corporate
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	178.8	175.3
Gross Unrealized Gains	0.7	0.3
Gross Unrealized Losses	(8.0)	(13.5)
Fair market value, trading	171.5	162.1
Non-U.S government
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	35.8	32.2
Gross Unrealized Gains	0.1	0.0
Gross Unrealized Losses	(1.1)	(1.8)
Fair market value, trading	34.8	30.4
Asset-backed securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	936.0	970.3
Gross Unrealized Gains	2.1	0.2
Gross Unrealized Losses	(29.9)	(74.0)
Fair market value, trading	908.2	896.5
Collateralized Mortgage-Backed Securities
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	25.0	24.7
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	(2.8)	(3.3)
Fair market value, trading	22.2	21.4
Non-U.S. government-backed corporate
Schedule of Trading Securities and Other Trading Items [Line Items]
Debt Securities, Trading, Amortized Cost	8.6	12.2
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	(0.3)	(0.6)
Fair market value, trading	$ 8.3	$ 11.6

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Investments - Other Investments (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Equity Method Investment, Aggregate Cost [Roll Forward]
Opening undistributed value of investment, beginning balance		$ 6.2	$ 3.9
Investment in the period		0.4	2.0
Proceeds from Sale of Equity Method Investments		0.0	0.0
Closing value of investment, ending balance		7.6	6.2
Fair Value, Recurring [Member]
Equity Method Investment, Aggregate Cost [Roll Forward]
Investments, fair value		117.1	134.6
Equity Method Investment, Nonconsolidated Investee, Other
Equity Method Investment, Aggregate Cost [Roll Forward]
Unrealized Gain (Loss) on Investments		1.0	0.3
MVI
Equity Method Investment, Aggregate Cost [Roll Forward]
Opening undistributed value of investment, beginning balance		0.8	0.5
Investment in the period	$ 0.8	0.0	0.4
Proceeds from Sale of Equity Method Investments		0.0	0.0
Closing value of investment, ending balance		1.0	0.8
MVI | Equity Method Investment, Nonconsolidated Investee, Other
Equity Method Investment, Aggregate Cost [Roll Forward]
Unrealized Gain (Loss) on Investments		0.2	(0.1)
Multi-Line Insurer
Equity Method Investment, Aggregate Cost [Roll Forward]
Opening undistributed value of investment, beginning balance		5.2	3.2
Investment in the period		0.4	1.6
Proceeds from Sale of Equity Method Investments		0.0	0.0
Closing value of investment, ending balance		6.4	5.2
Multi-Line Insurer | Equity Method Investment, Nonconsolidated Investee, Other
Equity Method Investment, Aggregate Cost [Roll Forward]
Unrealized Gain (Loss) on Investments		0.8	0.4
Digital Re
Equity Method Investment, Aggregate Cost [Roll Forward]
Opening undistributed value of investment, beginning balance		0.2	0.2
Investment in the period		0.0	0.0
Proceeds from Sale of Equity Method Investments		0.0	0.0
Closing value of investment, ending balance		0.2	0.2
Digital Re | Equity Method Investment, Nonconsolidated Investee, Other
Equity Method Investment, Aggregate Cost [Roll Forward]
Unrealized Gain (Loss) on Investments		$ 0.0	$ 0.0

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Investments - Summary of Fixed Maturities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Total, Available for sale investments in fixed income maturities, Cost or Amortized Cost	$ 4,330.0	$ 4,131.3
Available for sale investments in fixed income maturities, Fair Market Value	4,122.6	3,788.6
Fixed Income Securities
Debt Securities, Available-for-sale [Line Items]
Due one year or less, Cost or Amortized Cost	512.0	231.5
Due after one year through five years, Cost or Amortized Cost	2,889.0	2,526.9
Due after five years through ten years, Cost or Amortized Cost	495.1	815.1
Due after ten years, Cost or Amortized Cost	15.7	13.2
Total, Available for sale investments in fixed income maturities, Cost or Amortized Cost	3,911.8	3,586.7
Due one year or less, Fair Market Value	505.8	228.0
Due after one year through five years, Fair Market Value	2,818.9	2,385.7
Due after five years through ten years, Fair Market Value	440.3	707.7
Due after ten years, Fair Market Value	15.2	10.9
Available for sale investments in fixed income maturities, Fair Market Value	3,780.2	3,332.3
Collateralized Mortgage-Backed Securities
Debt Securities, Available-for-sale [Line Items]
Total, Available for sale investments in fixed income maturities, Cost or Amortized Cost	519.9	590.4
Available for sale investments in fixed income maturities, Fair Market Value	445.1	502.7
Non-agency commercial mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Total, Available for sale investments in fixed income maturities, Cost or Amortized Cost	6.6	6.6
Available for sale investments in fixed income maturities, Fair Market Value	5.8	5.6
Fixed maturities
Debt Securities, Available-for-sale [Line Items]
Total, Available for sale investments in fixed income maturities, Cost or Amortized Cost	4,438.3	4,183.7
Available for sale investments in fixed income maturities, Fair Market Value	$ 4,231.1	$ 3,840.6

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Investments - Aggregate Fair Value and Gross Unrealized Loss by Type of Security (Details) $ in Millions	Dec. 31, 2023 USD ($) security	Dec. 31, 2022 USD ($) security Security
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 196.5	$ 2,321.4
Gross unrealized losses, less than twelve months	(2.1)	(145.4)
Over 12 months, Fair Market Value	2,802.0	1,323.7
Over 12 months, Gross Unrealized Losses	(219.7)	(193.6)
Total, Fair Market Value	2,998.5	3,645.1
Total, Gross Unrealized Losses	$ (221.8)	$ (339.0)
Number of Securities | security	950	1,166
Fixed income securities — Available for sale
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value		$ 2,269.5
Gross unrealized losses, less than twelve months		(145.0)
Over 12 months, Fair Market Value		1,323.7
Over 12 months, Gross Unrealized Losses		(193.6)
Total, Fair Market Value		3,593.2
Total, Gross Unrealized Losses		$ (338.6)
Number of Securities | Security		1,165
Short-term investments
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value		$ 51.9
Gross unrealized losses, less than twelve months		(0.4)
Over 12 months, Fair Market Value		0.0
Over 12 months, Gross Unrealized Losses		0.0
Total, Fair Market Value		51.9
Total, Gross Unrealized Losses		$ (0.4)
Number of Securities | Security		1
U.S. government
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 105.5	$ 741.1
Gross unrealized losses, less than twelve months	(0.5)	(30.6)
Over 12 months, Fair Market Value	673.3	203.4
Over 12 months, Gross Unrealized Losses	(26.2)	(20.1)
Total, Fair Market Value	778.8	944.5
Total, Gross Unrealized Losses	$ (26.7)	$ (50.7)
Number of Securities | security	74	118
U.S. agency
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 0.0	$ 7.1
Gross unrealized losses, less than twelve months	0.0	(0.4)
Over 12 months, Fair Market Value	7.2	1.7
Over 12 months, Gross Unrealized Losses	(0.3)	0.0
Total, Fair Market Value	7.2	8.8
Total, Gross Unrealized Losses	$ (0.3)	$ (0.4)
Number of Securities | security	1	5
Municipal
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 11.1	$ 133.1
Gross unrealized losses, less than twelve months	(1.0)	(7.1)
Over 12 months, Fair Market Value	117.0	16.4
Over 12 months, Gross Unrealized Losses	(4.0)	(2.3)
Total, Fair Market Value	128.1	149.5
Total, Gross Unrealized Losses	$ (5.0)	$ (9.4)
Number of Securities | security	54	59
Corporate
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 46.7	$ 1,104.7
Gross unrealized losses, less than twelve months	(0.4)	(77.6)
Over 12 months, Fair Market Value	1,287.2	568.2
Over 12 months, Gross Unrealized Losses	(101.1)	(91.5)
Total, Fair Market Value	1,333.9	1,672.9
Total, Gross Unrealized Losses	$ (101.5)	$ (169.1)
Number of Securities | security	558	701
Non-U.S. government-backed corporate
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 0.2	$ 11.3
Gross unrealized losses, less than twelve months	0.0	(0.5)
Over 12 months, Fair Market Value	95.5	99.0
Over 12 months, Gross Unrealized Losses	(5.9)	(8.3)
Total, Fair Market Value	95.7	110.3
Total, Gross Unrealized Losses	$ (5.9)	$ (8.8)
Number of Securities | security	12	16
Non-U.S government
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 32.9	$ 63.8
Gross unrealized losses, less than twelve months	(0.2)	(2.9)
Over 12 months, Fair Market Value	180.1	135.9
Over 12 months, Gross Unrealized Losses	(6.5)	(8.6)
Total, Fair Market Value	213.0	199.7
Total, Gross Unrealized Losses	$ (6.7)	$ (11.5)
Number of Securities | security	53	45
Non-agency commercial mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 0.0	$ 5.6
Gross unrealized losses, less than twelve months	0.0	(1.0)
Over 12 months, Fair Market Value	5.8	0.0
Over 12 months, Gross Unrealized Losses	(0.8)	0.0
Total, Fair Market Value	5.8	5.6
Total, Gross Unrealized Losses	$ (0.8)	$ (1.0)
Number of Securities | security	1	1
Agency residential mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value	$ 0.1
Gross unrealized losses, less than twelve months	0.0
Over 12 months, Fair Market Value	435.9
Over 12 months, Gross Unrealized Losses	(74.9)
Total, Fair Market Value	436.0
Total, Gross Unrealized Losses	$ (74.9)
Number of Securities | security	197
Collateralized Mortgage-Backed Securities
Debt Securities, Available-for-sale [Line Items]
0-12 months, Fair Market Value		$ 202.8
Gross unrealized losses, less than twelve months		(24.9)
Over 12 months, Fair Market Value		299.1
Over 12 months, Gross Unrealized Losses		(62.8)
Total, Fair Market Value		501.9
Total, Gross Unrealized Losses		$ (87.7)
Number of Securities | security		220

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Investments - Additional Information (Narrative) (Details)		1 Months Ended	12 Months Ended
		Mar. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) security	Dec. 31, 2022 USD ($) security	Dec. 31, 2021 USD ($)	Aug. 31, 2023 USD ($)	Apr. 01, 2023 USD ($)	May 05, 2022 USD ($)	Apr. 01, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 23, 2019 USD ($)	Dec. 20, 2017 USD ($)	Jan. 01, 2017 USD ($)
Gain (Loss) on Securities [Line Items]
Catastrophe bonds, trading, cost			$ 1,600,000	$ 2,900,000
Investment in the period			400,000	2,000,000.0
Equity method investment, aggregate cost			7,600,000	6,200,000	$ 3,900,000
Other Investments	[1]		209,300,000	221,300,000
Investment in Multiline reinsurer			0	0
Investment funded			0
Available-for-sale investment, allowance for credit loss, increase (decrease)			$ (3,600,000)	$ 200,000
Number of Securities | security			950	1,166
Available-for-sale securities, unrealized loss position			$ 221,800,000	$ 339,000,000.0
External Credit Rating, Non Investment Grade
Gain (Loss) on Securities [Line Items]
Available-for-sale securities, unrealized loss position			1,200,000
Investment, Identifier [Axis]: Unfunded Commitment, Apollo Real Estate Fund
Gain (Loss) on Securities [Line Items]
Unfunded commitment			4,100,000
Investment, Identifier [Axis]: Unfunded Commitment, Infrastructure fund
Gain (Loss) on Securities [Line Items]
Unfunded commitment			4,000,000
Investment, Identifier [Axis]: Unfunded Commitment, Managed Debt Fund
Gain (Loss) on Securities [Line Items]
Unfunded commitment			6,900,000
Investment, Identifier [Axis]: Unfunded Commitment, Managed lending fund
Gain (Loss) on Securities [Line Items]
Unfunded commitment			1,100,000
Investment, Identifier [Axis]: Unfunded Commitment, Real Estate Fund (Sept 2021)
Gain (Loss) on Securities [Line Items]
Unfunded commitment			2,200,000
Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			117,100,000	134,600,000
Fair Value, Recurring [Member] | Apollo real estate fund
Gain (Loss) on Securities [Line Items]
Other Investments			23,900,000	25,300,000
Real estate fund | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			209,300,000	221,300,000
Commercial mortgage loans
Gain (Loss) on Securities [Line Items]
Fair market value, trading			274,900,000	312,100,000
Middle market loans
Gain (Loss) on Securities [Line Items]
Fair market value, trading			84,800,000	106,900,000
Privately-held investments
Gain (Loss) on Securities [Line Items]
Fair market value, trading			475,000,000.0	533,000,000.0
Real estate fund (Sept 2021) | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			39,800,000	40,600,000
Infrastructure fund | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			10,800,000	8,200,000
Managed Lending Fund (Dec 2020) | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			15,900,000	12,700,000
Pledge Accounts, Custodian Bank (April 2021) | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			1,700,000	1,300,000
Managed Debt Fund | Fair Value, Recurring [Member]
Gain (Loss) on Securities [Line Items]
Investments, fair value			100,000	0
MVI
Gain (Loss) on Securities [Line Items]
Investment in the period		$ 800,000	0	400,000
Equity method investment, aggregate cost			1,000,000.0	800,000	500,000
Gross realized and unrealized gains (loss)			200,000	0	100,000
Investment in Multiline reinsurer			0	0
Digital Re
Gain (Loss) on Securities [Line Items]
Investment in the period			0	0
Equity method investment, ownership percentage														49.00%
Equity method investment, aggregate cost			200,000	200,000	200,000									$ 2,300,000
Investment in Multiline reinsurer			0	0
Multi-Line Insurer
Gain (Loss) on Securities [Line Items]
Investment in the period			400,000	1,600,000
Equity method investment, aggregate cost			6,400,000	5,200,000	3,200,000
Other Investments												$ 5,000,000
Gross realized and unrealized gains (loss)			800,000	(400,000)	$ 200,000
Investment in Multiline reinsurer			$ 0	$ 0
Limited Partner
Gain (Loss) on Securities [Line Items]
Restricted assets									$ 10,000,000	$ 20,000,000			$ 100,000,000
Limited Partner | Real estate fund | Apollo real estate fund
Gain (Loss) on Securities [Line Items]
Restricted assets									$ 30,000,000
Limited Partner | Infrastructure fund
Gain (Loss) on Securities [Line Items]
Restricted assets								$ 15,000,000
Limited Partner | Managed lending fund
Gain (Loss) on Securities [Line Items]
Restricted assets							$ 2,800,000				$ 10,500,000
Limited Partner | Managed Debt Fund
Gain (Loss) on Securities [Line Items]
Restricted assets						$ 7,000,000

[1] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

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Variable Interest Entities - Narrative (Details) - Investment	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Number of investments in VIEs	1	1

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Fair Value Measurements - Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, available for sale, at fair value	[1]	$ 14.9	$ 0.0
Catastrophe Bonds, Fair Value Disclosure		1.6	5.1
Derivatives assets		31.7	56.2
Fair market value		4,122.6	3,788.6
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		2.1	6.3
Commercial mortgage loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		274.9	312.1
Middle market loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		84.8	106.9
Equity securities — Trading
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			6.6
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		18.0	25.6
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		117.1	134.6
Privately-held Investments, at fair value		475.0
Total		6,410.7	6,100.9
Recurring | Derivatives at fair value | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets		31.7	56.2
Recurring | Liabilities under derivative contracts | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		(9.3)	(3.2)
Recurring | Liabilities under derivative contracts | Loss Portfolio Transfer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		(16.5)	(31.7)
Recurring | Fixed Income Securities | Non-agency commercial mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		5.8
Recurring | Fixed income securities — Available for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		4,122.6	3,788.6
Recurring | Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		93.6	52.0
Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,485.7	1,475.5
Catastrophe Bonds, Fair Value Disclosure		1.6	2.9
Recurring | Short-term investments trading at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		2.1
Recurring | Real estate fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		209.3	221.3
Recurring | Privately-held investments, Available for Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, available for sale, at fair value		14.9
Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value		0.0
Total		1,748.4	1,428.7
Recurring | Level 1 | Derivatives at fair value | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets		0.0	0.0
Recurring | Level 1 | Liabilities under derivative contracts | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		0.0	0.0
Recurring | Level 1 | Liabilities under derivative contracts | Loss Portfolio Transfer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		0.0	0.0
Recurring | Level 1 | Fixed Income Securities | Non-agency commercial mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0
Recurring | Level 1 | Fixed income securities — Available for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,403.0	1,098.3
Recurring | Level 1 | Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		86.7	51.9
Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		258.5	272.2
Catastrophe Bonds, Fair Value Disclosure		0.0	0.0
Recurring | Level 1 | Short-term investments trading at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.2
Recurring | Level 1 | Real estate fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Recurring | Level 1 | Privately-held investments, Available for Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, available for sale, at fair value		0.0
Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value		0.0
Total		3,979.6	3,949.6
Recurring | Level 2 | Derivatives at fair value | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets		31.7	56.2
Recurring | Level 2 | Liabilities under derivative contracts | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		(9.3)	(3.2)
Recurring | Level 2 | Liabilities under derivative contracts | Loss Portfolio Transfer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value			0.0
Recurring | Level 2 | Fixed Income Securities | Non-agency commercial mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		5.8
Recurring | Level 2 | Fixed income securities — Available for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		2,719.6	2,690.3
Recurring | Level 2 | Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		6.9	0.1
Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,227.2	1,203.3
Catastrophe Bonds, Fair Value Disclosure		1.6	2.9
Recurring | Level 2 | Short-term investments trading at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1.9
Recurring | Level 2 | Real estate fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Recurring | Level 2 | Privately-held investments, Available for Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, available for sale, at fair value		0.0
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value		475.0
Total		473.4	501.3
Change in unrealized investment gains (losses)		(15.7)	(4.6)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		489.9	533.0
Recurring | Level 3 | Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities at beginning of year		(16.5)	(31.7)	$ 0.0
Liability purchases		0.0	(17.2)
Liability transfers		0.0	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3		0.0	0.0
Liability sales		0.0	0.0
Liability, increase (decrease) in fv included in net income		15.2	(14.5)
Change in unrealized gains or losses		15.2	0.0
Recurring | Level 3 | Loss Portfolio Transfer | Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities at beginning of year		(16.5)	(31.7)	0.0
Liability purchases		0.0	(17.2)
Liability transfers		0.0	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3		0.0	0.0
Liability sales		0.0	0.0
Liability, increase (decrease) in fv included in net income		15.2	(14.5)
Change in unrealized gains or losses		15.2	0.0
Recurring | Level 3 | Derivatives at fair value | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets		0.0	0.0
Recurring | Level 3 | Liabilities under derivative contracts | Foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		0.0	0.0
Recurring | Level 3 | Liabilities under derivative contracts | Loss Portfolio Transfer
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities under derivative contracts, fair value		(16.5)	(31.7)
Recurring | Level 3 | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		113.7	378.2
Transfers in/(out)		5.3	0.0
Transfers out of Level 3		(12.1)	0.0
Settlements and sales		(137.2)	(147.4)
Increase (decrease) in fair value included in net income		(12.8)	(4.9)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			533.0	307.1
Recurring | Level 3 | Fixed Income Securities | Non-agency commercial mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0
Recurring | Level 3 | Fixed income securities — Available for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Recurring | Level 3 | Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Catastrophe Bonds, Fair Value Disclosure		0.0	0.0
Recurring | Level 3 | Short-term investments trading at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0
Recurring | Level 3 | Real estate fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Recurring | Level 3 | Commercial mortgage loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		(17.9)	(0.5)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		274.9	312.1
Recurring | Level 3 | Commercial mortgage loans | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		40.6	215.7
Transfers in/(out)		0.0	0.0
Transfers out of Level 3		0.0	0.0
Settlements and sales		(61.5)	(113.1)
Increase (decrease) in fair value included in net income		(16.3)	(2.0)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			312.1	211.5
Recurring | Level 3 | Middle market loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		0.5	(2.1)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		84.8	106.9
Recurring | Level 3 | Middle market loans | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		18.3	61.8
Transfers in/(out)		0.0	0.0
Transfers out of Level 3		0.0	0.0
Settlements and sales		(41.9)	(19.3)
Increase (decrease) in fair value included in net income		1.5	(0.9)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			106.9	65.3
Recurring | Level 3 | Global corporate securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		(0.2)	0.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		14.4	15.0
Recurring | Level 3 | Global corporate securities | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		0.0	15.1
Transfers in/(out)		0.0	0.0
Transfers out of Level 3		0.0	0.0
Settlements and sales		(0.4)	0.0
Increase (decrease) in fair value included in net income		(0.2)	(0.1)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			15.0	0.0
Recurring | Level 3 | Equity securities — Trading
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		0.0	0.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		0.0	6.6
Recurring | Level 3 | Equity securities — Trading | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		0.0	5.5
Transfers in/(out)		0.0	0.0
Transfers out of Level 3		(6.6)	0.0
Settlements and sales		0.0	(2.4)
Increase (decrease) in fair value included in net income		0.0	(0.1)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			6.6	3.6
Recurring | Level 3 | Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		0.0	0.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		18.0	25.6
Recurring | Level 3 | Short-term investments | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		18.2	25.6
Transfers in/(out)		0.0	0.0
Transfers out of Level 3		0.0	0.0
Settlements and sales		(25.8)	0.0
Increase (decrease) in fair value included in net income		0.0	0.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			25.6	0.0
Recurring | Level 3 | Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in unrealized investment gains (losses)		1.7	(2.0)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		82.9	66.8
Recurring | Level 3 | Asset-backed securities | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Purchases and issuances		21.9	54.5
Transfers in/(out)		5.3	0.0
Transfers out of Level 3		(5.5)	0.0
Settlements and sales		(7.6)	(12.6)
Increase (decrease) in fair value included in net income		2.0	(1.8)
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)			66.8	$ 26.7
Recurring | Level 3 | Privately-held investments, Available for Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, available for sale, at fair value		14.9
U.S. government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		1,202.6	953.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		245.5	261.6
U.S. government | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,202.6	953.0
U.S. government | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		245.5	261.6
U.S. government | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,202.6	953.0
U.S. government | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		245.5	261.6
U.S. government | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
U.S. government | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
U.S. government | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
U.S. government | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
U.S. agency
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		7.2	8.8
U.S. agency | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		7.2	8.8
U.S. agency | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
U.S. agency | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		7.2	8.8
U.S. agency | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		128.1	149.5
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		3.1	3.6
Municipal | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		128.1	149.5
Municipal | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		3.1	3.6
Municipal | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Municipal | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Municipal | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		128.1	149.5
Municipal | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		3.1	3.6
Municipal | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Municipal | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Corporate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		1,959.3	1,845.0
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		171.5	162.1
Corporate | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,959.3	1,845.0
Corporate | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		171.5	162.1
Corporate | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Corporate | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Corporate | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		1,959.3	1,845.0
Corporate | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		171.5	162.1
Corporate | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Corporate | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S. government-backed corporate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		100.7	110.4
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		8.3	11.6
Non-U.S. government-backed corporate | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		100.7	110.4
Non-U.S. government-backed corporate | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		8.3	11.6
Non-U.S. government-backed corporate | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S. government-backed corporate | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S. government-backed corporate | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		100.7	110.4
Non-U.S. government-backed corporate | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		8.3	11.6
Non-U.S. government-backed corporate | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S. government-backed corporate | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		273.8	213.6
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		34.8	30.4
Non-U.S government | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		273.8	213.6
Non-U.S government | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		34.8	30.4
Non-U.S government | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		200.4	145.3
Non-U.S government | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		13.0	10.6
Non-U.S government | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		73.4	68.3
Non-U.S government | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		21.8	19.8
Non-U.S government | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-U.S government | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		908.2	896.5
Asset-backed securities | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		908.2	896.5
Asset-backed securities | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Asset-backed securities | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		908.2	896.5
Asset-backed securities | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Non-agency commercial mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		5.8	5.6
Non-agency commercial mortgage-backed securities | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			5.6
Non-agency commercial mortgage-backed securities | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Non-agency commercial mortgage-backed securities | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			5.6
Non-agency commercial mortgage-backed securities | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Agency residential mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		445.1
Agency residential mortgage-backed securities | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		445.1
Agency residential mortgage-backed securities | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0
Agency residential mortgage-backed securities | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		445.1
Agency residential mortgage-backed securities | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0
Collateralized Mortgage-Backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		445.1	502.7
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)		22.2	21.4
Collateralized Mortgage-Backed Securities | Recurring | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			502.7
Collateralized Mortgage-Backed Securities | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		22.2	21.4
Collateralized Mortgage-Backed Securities | Recurring | Level 1 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Collateralized Mortgage-Backed Securities | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Collateralized Mortgage-Backed Securities | Recurring | Level 2 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			502.7
Collateralized Mortgage-Backed Securities | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		22.2	21.4
Collateralized Mortgage-Backed Securities | Recurring | Level 3 | Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Collateralized Mortgage-Backed Securities | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
High yield loans | Recurring | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		92.1	88.3
High yield loans | Recurring | Level 1 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
High yield loans | Recurring | Level 2 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		92.1	88.3
High yield loans | Recurring | Level 3 | Held for trading financial assets, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value		0.0	0.0
Held for trading financial assets, at fair value | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value			533.0
Held for trading financial assets, at fair value | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value			0.0
Held for trading financial assets, at fair value | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value			0.0
Held for trading financial assets, at fair value | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value			533.0
Short-term investments trading at fair value | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			6.3
Short-term investments trading at fair value | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			6.3
Short-term investments trading at fair value | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Short-term investments trading at fair value | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value			0.0
Asset backed securities, privately-held afs | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value		14.9
Change in unrealized investment gains (losses)		0.2
Asset backed securities, privately-held afs | Recurring | Level 3 | Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value			$ 0.0
Purchases and issuances		14.7
Transfers in/(out)		0.0
Transfers out of Level 3		0.0
Settlements and sales		0.0
Increase (decrease) in fair value included in net income		$ 0.2

[1] Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

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Fair Value Measurements Fair Value Measurements - Reconciliation of Level 3 Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Beginning of the year	$ 3,788.6
End of the year	$ 4,122.6	$ 3,788.6
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Accumulated other comprehensive (loss)
Commercial mortgage loans
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	$ 312.1
Balance at the end of the year	274.9	312.1
Middle market loans
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	106.9
Balance at the end of the year	84.8	106.9
Equity securities
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	6.6
Balance at the end of the year		6.6
Short-term investments
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	25.6
Balance at the end of the year	18.0	25.6
Recurring | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	(15.7)	(4.6)
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	533.0
Balance at the end of the year	489.9	533.0
Recurring | Level 3 | Liability
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	(31.7)	0.0
Liability purchases	0.0	(17.2)
Liability transfers	0.0	0.0
Liability sales	0.0	0.0
Liability, increase (decrease) in fv included in net income	15.2	(14.5)
Balance at the end of the period	(16.5)	(31.7)
Change in unrealized gains or losses	15.2	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3	0.0	0.0
Recurring | Level 3 | Liability | Loss Portfolio Transfer
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	(31.7)	0.0
Liability purchases	0.0	(17.2)
Liability transfers	0.0	0.0
Liability sales	0.0	0.0
Liability, increase (decrease) in fv included in net income	15.2	(14.5)
Balance at the end of the period	(16.5)	(31.7)
Change in unrealized gains or losses	15.2	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3	0.0	0.0
Recurring | Commercial mortgage loans | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	(17.9)	(0.5)
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	312.1
Balance at the end of the year	274.9	312.1
Recurring | Middle market loans | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	0.5	(2.1)
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	106.9
Balance at the end of the year	84.8	106.9
Recurring | Asset-backed securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	1.7	(2.0)
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	66.8
Balance at the end of the year	82.9	66.8
Recurring | Global corporate securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	(0.2)	0.0
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	15.0
Balance at the end of the year	14.4	15.0
Recurring | Equity securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	0.0	0.0
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	6.6
Balance at the end of the year	0.0	6.6
Recurring | Short-term investments | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in unrealized investment gains (losses)	0.0	0.0
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	25.6
Balance at the end of the year	18.0	25.6
Assets | Recurring | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	533.0	307.1
Purchases and issuances	113.7	378.2
Transfers in/(out)	5.3	0.0
Settlements and sales	(137.2)	(147.4)
Increase (decrease) in fair value included in net income	(12.8)	(4.9)
Balance at the end of the year		533.0
Transfers out of Level 3	(12.1)	0.0
Assets | Recurring | Commercial mortgage loans | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	312.1	211.5
Purchases and issuances	40.6	215.7
Transfers in/(out)	0.0	0.0
Settlements and sales	(61.5)	(113.1)
Increase (decrease) in fair value included in net income	(16.3)	(2.0)
Balance at the end of the year		312.1
Transfers out of Level 3	0.0	0.0
Assets | Recurring | Middle market loans | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	106.9	65.3
Purchases and issuances	18.3	61.8
Transfers in/(out)	0.0	0.0
Settlements and sales	(41.9)	(19.3)
Increase (decrease) in fair value included in net income	1.5	(0.9)
Balance at the end of the year		106.9
Transfers out of Level 3	0.0	0.0
Assets | Recurring | Asset-backed securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	66.8	26.7
Purchases and issuances	21.9	54.5
Transfers in/(out)	5.3	0.0
Settlements and sales	(7.6)	(12.6)
Increase (decrease) in fair value included in net income	2.0	(1.8)
Balance at the end of the year		66.8
Transfers out of Level 3	(5.5)	0.0
Assets | Recurring | Global corporate securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	15.0	0.0
Purchases and issuances	0.0	15.1
Transfers in/(out)	0.0	0.0
Settlements and sales	(0.4)	0.0
Increase (decrease) in fair value included in net income	(0.2)	(0.1)
Balance at the end of the year		15.0
Transfers out of Level 3	0.0	0.0
Assets | Recurring | Equity securities | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	6.6	3.6
Purchases and issuances	0.0	5.5
Transfers in/(out)	0.0	0.0
Settlements and sales	0.0	(2.4)
Increase (decrease) in fair value included in net income	0.0	(0.1)
Balance at the end of the year		6.6
Transfers out of Level 3	(6.6)	0.0
Assets | Recurring | Short-term investments | Level 3
Fair Value, Assets Measured on Recurring Basis, Calculation [Roll Forward]
Balance at the beginning of the year	25.6	0.0
Purchases and issuances	18.2	25.6
Transfers in/(out)	0.0	0.0
Settlements and sales	(25.8)	0.0
Increase (decrease) in fair value included in net income	0.0	0.0
Balance at the end of the year		25.6
Transfers out of Level 3	$ 0.0	$ 0.0

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Fair Value Measurements - Inputs Used (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross written premiums	$ 3,967.6	$ 4,338.7	$ 3,938.4
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	475.0
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	475.0
Total, Privately-held Investments	$ 489.9
Discounted cash flow | Commercial mortgage loans | Minimum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.038
Discounted cash flow | Commercial mortgage loans | Maximum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.200
Discounted cash flow | Commercial mortgage loans | Weighted Average | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.077
Discounted cash flow | Commercial mortgage loans | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 274.9
Discounted cash flow | Middle market loans | Minimum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.077
Discounted cash flow | Middle market loans | Maximum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.185
Discounted cash flow | Middle market loans | Weighted Average | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.110
Discounted cash flow | Middle market loans | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 84.8
Discounted cash flow | Asset-backed securities | Minimum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.059
Discounted cash flow | Asset-backed securities | Maximum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.097
Discounted cash flow | Asset-backed securities | Weighted Average | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.070
Discounted cash flow | Asset-backed securities | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 82.9
Discounted cash flow | Global corporate securities | Minimum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.066
Discounted cash flow | Global corporate securities | Maximum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.066
Discounted cash flow | Global corporate securities | Weighted Average | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.066
Discounted cash flow | Global corporate securities | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 14.4
Discounted cash flow | Short-term investments | Minimum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.093
Discounted cash flow | Short-term investments | Maximum | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.185
Discounted cash flow | Short-term investments | Weighted Average | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement inputs	0.093
Discounted cash flow | Short-term investments | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 18.0
Valuation, Market Approach | Asset-backed securities | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 14.9

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Fair Value Measurements - Additional Information - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) quotesPerInvestment	Dec. 31, 2022 USD ($) quotesPerInvestment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Quotes per fixed income investment | quotesPerInvestment	2.9	2.9
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	$ 475.0
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Privately-held Investments, at fair value	475.0
Total, Privately-held Investments	489.9
Assets | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers out of Level 3	(12.1)	$ 0.0
Transfers in/(out)	5.3	0.0
Settlements and sales	(137.2)	(147.4)
Equity securities — Trading | Assets | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers out of Level 3	(6.6)	0.0
Transfers in/(out)	0.0	0.0
Settlements and sales	$ 0.0	$ (2.4)

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Reinsurance - Summary of Assumed and Ceded Reinsurance on Premiums Written, Premiums Earned and Insurance Losses and Loss Adjustment Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Premiums written:
Insurance	$ 2,446.6	$ 2,531.7	$ 2,341.4
Reinsurance	1,521.0	1,807.0	1,597.0
Ceded	(1,385.7)	(1,442.7)	(1,350.7)
Net written premiums	2,581.9	2,896.0	2,587.7
Premiums earned:
Insurance	2,444.8	2,370.8	2,139.1
Reinsurance	1,562.0	1,617.2	1,479.2
Ceded	(1,392.3)	(1,299.3)	(1,207.8)
Net earned premiums	2,614.5	2,688.7	2,410.5
Losses and loss adjustment expenses:
Insurance	1,644.5	1,574.2	1,499.8
Reinsurance	707.2	939.5	1,000.6
Ceded	(798.7)	(833.7)	(807.1)
Losses and loss adjustment expenses	$ 1,553.0	$ 1,680.0	$ 1,693.3

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Reinsurance - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance Recoverable, Allowance for Credit Loss	$ 3.7	$ 3.7	$ 3.3
Reinsurance Recoverable, Allowance for Credit Loss, Period Increase (Decrease)	$ 0.0	$ 0.4	$ 0.5

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Derivative Contracts - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Not Designated as Hedging Instrument | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	$ 1,802.9	$ 1,675.3
Cash collateral	3.4	3.7
Not Designated as Hedging Instrument | Derivative assets | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Fair Value	31.4	41.9
Derivative, Notional Amount	1,262.1	945.8
Not Designated as Hedging Instrument | Derivative liabilities | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Fair Value	(9.3)	(3.2)
Derivative, Notional Amount	540.8	729.5
Not Designated as Hedging Instrument | Derivative liabilities | Embedded Derivative Financial Instruments
Derivatives, Fair Value [Line Items]
Fair Value	(16.5)	(31.7)
Derivative, Notional Amount	0.0	0.0
Designated as Hedging Instrument | Derivative assets | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Fair Value	0.3	14.3
Derivative, Notional Amount	$ 76.9	$ 109.7

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Derivative Contracts - Gain/(Loss) Recognized in Income on Derivative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Not Designated as Hedging Instrument | Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) to net income from derivative instruments	$ 10.9	$ (66.0)
Not Designated as Hedging Instrument | Loss portfolio transfer liability, embedded derivative
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) to net income from derivative instruments	15.2	(14.5)
Designated as Hedging Instrument | Foreign exchange contracts | General, administrative and corporate expenses
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency fair value hedge derivatives	(8.1)	5.9
Designated as Hedging Instrument | Foreign exchange contracts | Net change from current period hedged transactions
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency fair value hedge derivatives	$ (14.0)	$ 15.4

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Derivative Contracts - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 01, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Reinsurance Contracts [Axis]: Funds withheld credited with interest for periods after October 1, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Reinsurance Retention Policy, Retrocession Premium, Interest Rate	1.75%
Level 3 | Liability | Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Liability, increase (decrease) in fv included in net income			$ 15.2	$ (14.5)
Foreign exchange contracts | Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Purchase of US and foreign exchange			1,802.9	1,675.3
Gain (loss) to net income from derivative instruments			10.9	(66.0)
Foreign exchange contracts | Not Designated as Hedging Instrument | Derivative liabilities
Derivative Instruments, Gain (Loss) [Line Items]
Purchase of US and foreign exchange			540.8	729.5
Foreign exchange contracts | Net change from current period hedged transactions | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency fair value hedge derivatives			(14.0)	15.4
Foreign exchange contracts | General, administrative and corporate expenses | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency fair value hedge derivatives			(8.1)	5.9
Foreign exchange contracts | General, administrative and corporate expenses | Designated as Hedging Instrument | Forecast
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency fair value hedge derivatives		$ 0.3
Loss Portfolio Transfer | Level 3 | Liability | Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Liability, increase (decrease) in fv included in net income			$ 15.2	$ (14.5)

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Deferred Policy Acquisition Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward]
Balance at the beginning of the period	$ 319.0	$ 290.8
Acquisition costs deferred	357.4	460.0
Amortization of deferred acquisition costs	(380.2)	(431.8)	$ (414.1)
Balance at the end of the period	$ 296.2	$ 319.0	$ 290.8

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Reserves for Losses and Adjustment Expenses - Reconciliation of Beginning and Ending Consolidated Loss and Loss Adjustment Expenses (LAE) Reserves (Details) - USD ($) $ in Millions		12 Months Ended
	Jan. 10, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 30, 2022	Dec. 31, 2020	Mar. 02, 2020
Insurance [Abstract]
Provision for losses and LAE, beginning balance		$ 7,710.9	$ 7,611.8	$ 7,165.3
Less reinsurance recoverable			(4,897.7)	(3,298.1)		$ (3,195.2)
Net loss and LAE expenses disposed (1)		0.0	1,840.1	0.0
Net losses and LAE reserves, beginning balance		2,813.2	4,313.7	3,970.1
Movement in net reserve for losses and LAE for claims incurred:
Current year		1,492.2	1,651.9	1,648.2
Prior Year		60.8	28.1
Total incurred		1,553.0	1,680.0	1,693.3
Net Losses and LAE payments for claims incurred:
Current year		(161.1)	(192.7)	(729.1)
Prior years		(1,011.9)	(1,098.4)	(580.7)
Total paid		(1,173.0)	(1,291.1)	(1,309.8)
Foreign exchange (gains)/losses		39.6	(49.3)	(39.9)
Net losses and LAE reserves, ending balance		3,232.8	2,813.2	4,313.7
Plus reinsurance recoverable on unpaid losses at the end of the year		4,577.8	4,897.7	3,298.1
Reserve for losses and LAE at the end of the year		7,810.6	7,710.9	7,611.8
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverable on unpaid losses		4,577.8	4,897.7
Plus reinsurance recoverable on unpaid losses at the end of the year		4,577.8	4,897.7	3,298.1
Reinsurance Contracts [Axis]: LPT
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverable total					$ (2,610.1)
Reinsurance recoverables, premium paid and recognized					$ 1,840.1
Reinsurance Contracts [Axis]: Retroactive Reinsurance
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverable on unpaid losses		1,627.4	2,132.0
Insurance
Insurance [Abstract]
Provision for losses and LAE, beginning balance		1,452.5	2,165.3
Net losses and LAE reserves, beginning balance		1,452.5	2,165.3
Net Losses and LAE payments for claims incurred:
Net losses and LAE reserves, ending balance		1,859.7	1,452.5	2,165.3
Reserve for losses and LAE at the end of the year		$ 1,859.7	$ 1,452.5	$ 2,165.3
Enstar
Net Losses and LAE payments for claims incurred:
Plus reinsurance recoverable on unpaid losses at the end of the year							$ 770.0
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Plus reinsurance recoverable on unpaid losses at the end of the year							$ 770.0
Enstar | Reinsurance Contracts [Axis]: LPT net losses reinsured
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance, Excess Retention, Amount Reinsured, Per Event	$ 3,120.0

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Reserves for Losses and Adjustment Expenses - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Insurance [Abstract]
Provision for losses and LAE for claims incurred	$ 60.8	$ 28.1
Financial Guarantee Insurance Contracts, Premium Received over Contract Period [Line Items]
Prior Year	$ 60.8	$ 28.1

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Reserves for Losses and Adjustment Expenses - Reconciliation of Reinsurance Recoverables on Unpaid Losses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	May 30, 2022
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverable for unpaid claims under retroactive reinsurance, beginning balance	$ 4,897.7
Reinsurance recoverable for unpaid claims under retroactive reinsurance, beginning balance, Ending Balance	4,577.8	$ 4,897.7
Provision for losses and LAE for claims incurred	60.8	28.1
Reinsurance Contracts [Axis]: LPT
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverables, premium paid and recognized			$ 1,840.1
Reinsurance Contracts [Axis]: Retroactive Reinsurance
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Reinsurance recoverable for unpaid claims under retroactive reinsurance, beginning balance	2,132.0
Reinsurance recoverable for unpaid claims under retroactive reinsurance, beginning balance, Ending Balance	$ 1,627.4	$ 2,132.0

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Reserves for Losses and Adjustment Expenses Short-duration Insurance Contracts, Claims by Accident Year (Details)	Dec. 31, 2023 USD ($) Integer	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Claims Development [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	$ 3,629,600,000	$ 3,151,600,000
Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	1,845,700,000
Cumulative paid claims and allocated claim adjustment expense, Net	1,574,900,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	270,800,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	270,800,000	259,000,000.0
Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	1,349,900,000
Cumulative paid claims and allocated claim adjustment expense, Net	713,400,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	636,500,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	636,500,000	457,300,000
Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	1,577,100,000
Cumulative paid claims and allocated claim adjustment expense, Net	1,382,600,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	194,500,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	194,500,000	163,700,000
Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	2,051,400,000
Cumulative paid claims and allocated claim adjustment expense, Net	1,213,800,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	837,600,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	837,600,000	671,900,000
Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	2,882,400,000
Cumulative paid claims and allocated claim adjustment expense, Net	2,320,100,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	562,300,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	562,300,000	677,900,000
Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	1,550,100,000
Cumulative paid claims and allocated claim adjustment expense, Net	816,500,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	733,600,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	733,600,000	571,600,000
Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	2,314,000,000
Cumulative paid claims and allocated claim adjustment expense, Net	1,919,700,000
All outstanding liabilities for 2014 and subsequent years, net of reinsurance	394,300,000
All outstanding liabilities before 2014, net of reinsurance	0
Liability for claims and claim adjustment expenses, net of reinsurance	394,300,000	350,200,000
Accident Year 2014 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	132,800,000	132,800,000	$ 125,800,000	$ 131,200,000	$ 131,800,000	$ 133,300,000	$ 134,100,000	$ 133,500,000	$ 156,300,000	$ 164,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	10,037
Cumulative paid claims and allocated claim adjustment expense, Net	$ 132,800,000	132,800,000	130,900,000	129,800,000	128,500,000	127,100,000	123,100,000	113,500,000	86,000,000.0	40,200,000
Accident Year 2014 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	107,000,000.0	107,000,000.0	141,400,000	135,100,000	138,100,000	134,200,000	127,100,000	137,100,000	125,300,000	142,900,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	3,962
Cumulative paid claims and allocated claim adjustment expense, Net	$ 107,000,000.0	107,000,000.0	106,800,000	108,200,000	95,600,000	71,900,000	58,800,000	32,200,000	13,100,000	2,600,000
Accident Year 2014 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	271,300,000	271,300,000	312,400,000	301,000,000.0	311,700,000	304,800,000	309,200,000	297,400,000	312,300,000	308,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,056
Cumulative paid claims and allocated claim adjustment expense, Net	$ 271,300,000	271,300,000	269,000,000.0	262,000,000.0	249,800,000	231,600,000	208,900,000	188,300,000	116,300,000	53,300,000
Accident Year 2014 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	98,800,000	98,800,000	121,700,000	120,300,000	119,200,000	130,200,000	119,000,000.0	128,600,000	130,100,000	134,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	794
Cumulative paid claims and allocated claim adjustment expense, Net	$ 98,800,000	98,800,000	99,300,000	91,700,000	84,900,000	79,200,000	71,800,000	53,200,000	30,500,000	2,900,000
Accident Year 2014 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	137,100,000	137,100,000	139,700,000	141,100,000	141,100,000	145,800,000	145,700,000	157,200,000	172,800,000	185,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	901
Cumulative paid claims and allocated claim adjustment expense, Net	$ 137,100,000	137,100,000	137,400,000	137,500,000	135,900,000	137,300,000	133,800,000	124,500,000	98,700,000	36,800,000
Accident Year 2014 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	131,000,000.0	131,000,000.0	189,800,000	199,900,000	204,000,000.0	201,000,000.0	207,500,000	214,200,000	205,800,000	203,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,866
Cumulative paid claims and allocated claim adjustment expense, Net	$ 131,000,000.0	131,000,000.0	131,000,000.0	124,400,000	106,800,000	86,000,000.0	59,900,000	37,600,000	13,700,000	2,500,000
Accident Year 2014 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	104,000,000.0	104,000,000.0	116,400,000	119,300,000	123,500,000	124,900,000	122,100,000	130,900,000	139,000,000.0	150,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	618
Cumulative paid claims and allocated claim adjustment expense, Net	$ 104,000,000.0	104,000,000.0	104,100,000	103,600,000	101,900,000	99,000,000.0	88,700,000	80,600,000	55,900,000	$ 16,400,000
Accident Year 2015 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	193,400,000	193,400,000	181,900,000	197,500,000	200,500,000	200,000,000.0	197,700,000	203,000,000.0	237,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	11,624
Cumulative paid claims and allocated claim adjustment expense, Net	$ 193,400,000	193,400,000	193,400,000	192,400,000	193,800,000	177,500,000	168,400,000	141,000,000.0	56,900,000
Accident Year 2015 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	180,500,000	180,500,000	257,900,000	232,300,000	234,000,000.0	201,300,000	183,900,000	221,300,000	201,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,811
Cumulative paid claims and allocated claim adjustment expense, Net	$ 180,500,000	180,500,000	180,500,000	166,200,000	137,200,000	91,800,000	56,000,000.0	16,800,000	3,100,000
Accident Year 2015 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	267,300,000	267,300,000	318,300,000	311,100,000	308,300,000	284,800,000	280,100,000	297,600,000	295,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,067
Cumulative paid claims and allocated claim adjustment expense, Net	$ 267,300,000	267,300,000	268,400,000	256,500,000	220,900,000	193,000,000.0	173,300,000	122,700,000	44,700,000
Accident Year 2015 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	145,900,000	145,900,000	196,700,000	184,600,000	189,800,000	188,700,000	184,600,000	174,800,000	173,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,083
Cumulative paid claims and allocated claim adjustment expense, Net	$ 145,900,000	145,900,000	150,900,000	138,400,000	109,500,000	89,100,000	69,900,000	43,300,000	13,700,000
Accident Year 2015 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	155,300,000	155,300,000	176,800,000	170,400,000	170,300,000	154,800,000	175,300,000	185,100,000	211,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,051
Cumulative paid claims and allocated claim adjustment expense, Net	$ 155,300,000	155,300,000	158,600,000	157,100,000	154,800,000	137,800,000	125,400,000	94,200,000	35,800,000
Accident Year 2015 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	116,500,000	116,500,000	195,200,000	205,200,000	209,000,000.0	211,400,000	208,900,000	199,200,000	192,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	2,067
Cumulative paid claims and allocated claim adjustment expense, Net	$ 116,500,000	116,500,000	116,500,000	108,000,000.0	89,000,000.0	65,200,000	38,100,000	17,800,000	3,400,000
Accident Year 2015 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	132,100,000	132,100,000	151,100,000	151,400,000	155,900,000	157,300,000	162,700,000	168,000,000.0	164,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	774
Cumulative paid claims and allocated claim adjustment expense, Net	$ 132,100,000	132,100,000	132,600,000	132,900,000	129,900,000	120,900,000	103,300,000	55,800,000	$ 17,500,000
Accident Year 2016 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	233,400,000	233,400,000	234,200,000	245,300,000	244,000,000.0	242,600,000	247,700,000	236,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	10,844
Cumulative paid claims and allocated claim adjustment expense, Net	$ 233,400,000	233,400,000	234,900,000	231,100,000	221,900,000	200,200,000	167,800,000	66,500,000
Accident Year 2016 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	124,300,000	124,300,000	243,500,000	198,900,000	187,800,000	181,300,000	186,000,000.0	215,000,000.0
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,815
Cumulative paid claims and allocated claim adjustment expense, Net	$ 124,300,000	124,300,000	123,300,000	108,400,000	81,500,000	39,600,000	22,500,000	4,100,000
Accident Year 2016 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	197,900,000	197,900,000	220,300,000	218,500,000	228,700,000	228,300,000	229,500,000	259,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,422
Cumulative paid claims and allocated claim adjustment expense, Net	$ 197,900,000	197,900,000	193,300,000	190,400,000	163,800,000	142,100,000	82,300,000	30,900,000
Accident Year 2016 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	134,300,000	134,300,000	186,100,000	184,600,000	201,200,000	215,400,000	210,900,000	190,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,241
Cumulative paid claims and allocated claim adjustment expense, Net	$ 134,300,000	134,300,000	130,100,000	125,500,000	129,600,000	101,500,000	71,000,000.0	15,000,000.0
Accident Year 2016 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	228,600,000	228,600,000	230,700,000	239,200,000	243,800,000	265,000,000.0	266,300,000	266,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,303
Cumulative paid claims and allocated claim adjustment expense, Net	$ 228,600,000	228,600,000	231,700,000	226,100,000	213,200,000	202,400,000	161,700,000	56,300,000
Accident Year 2016 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	137,100,000	137,100,000	251,200,000	260,300,000	252,900,000	243,000,000.0	243,500,000	231,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	2,231
Cumulative paid claims and allocated claim adjustment expense, Net	$ 137,100,000	137,100,000	137,100,000	125,600,000	95,600,000	63,600,000	33,300,000	9,100,000
Accident Year 2016 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	188,200,000	188,200,000	211,600,000	224,000,000.0	228,900,000	236,100,000	238,300,000	237,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	937
Cumulative paid claims and allocated claim adjustment expense, Net	$ 188,200,000	188,200,000	194,300,000	192,900,000	182,700,000	164,700,000	150,300,000	$ 58,400,000
Accident Year 2017 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	261,600,000	261,600,000	273,000,000.0	251,300,000	250,000,000.0	256,800,000	293,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	9,805
Cumulative paid claims and allocated claim adjustment expense, Net	$ 261,600,000	261,600,000	234,800,000	240,900,000	220,000,000.0	187,300,000	96,000,000.0
Accident Year 2017 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	61,400,000	61,400,000	215,900,000	194,700,000	176,700,000	172,900,000	179,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	5,470
Cumulative paid claims and allocated claim adjustment expense, Net	$ 61,400,000	61,400,000	89,400,000	95,800,000	52,200,000	22,700,000	3,500,000
Accident Year 2017 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	141,400,000	141,400,000	225,600,000	214,200,000	206,700,000	200,200,000	209,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	6,078
Cumulative paid claims and allocated claim adjustment expense, Net	$ 141,400,000	141,400,000	149,800,000	168,200,000	140,100,000	97,400,000	40,100,000
Accident Year 2017 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	136,000,000.0	136,000,000.0	209,100,000	187,100,000	186,500,000	181,600,000	205,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,751
Cumulative paid claims and allocated claim adjustment expense, Net	$ 136,000,000.0	136,000,000.0	134,800,000	116,800,000	83,200,000	51,200,000	27,100,000
Accident Year 2017 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	431,800,000	431,800,000	573,600,000	501,800,000	513,100,000	531,400,000	552,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,958
Cumulative paid claims and allocated claim adjustment expense, Net	$ 431,800,000	431,800,000	411,700,000	438,400,000	414,500,000	356,100,000	123,200,000
Accident Year 2017 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	110,800,000	110,800,000	261,600,000	250,400,000	251,000,000.0	240,400,000	242,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	2,284
Cumulative paid claims and allocated claim adjustment expense, Net	$ 110,800,000	110,800,000	110,700,000	97,000,000.0	58,800,000	30,400,000	8,800,000
Accident Year 2017 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	305,900,000	305,900,000	356,400,000	363,000,000.0	374,100,000	390,400,000	377,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,336
Cumulative paid claims and allocated claim adjustment expense, Net	$ 305,900,000	305,900,000	306,400,000	305,200,000	270,000,000.0	238,200,000	$ 94,500,000
Accident Year 2018 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	180,200,000	180,200,000	196,300,000	186,800,000	203,000,000.0	200,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	8,395
Cumulative paid claims and allocated claim adjustment expense, Net	$ 180,200,000	180,200,000	174,100,000	180,400,000	158,100,000	61,400,000
Accident Year 2018 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	43,700,000	43,700,000	164,700,000	134,900,000	124,500,000	121,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	5,455
Cumulative paid claims and allocated claim adjustment expense, Net	$ 43,700,000	43,700,000	58,100,000	42,700,000	27,700,000	3,100,000
Accident Year 2018 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	151,000,000.0	151,000,000.0	234,800,000	208,300,000	207,400,000	170,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	5,183
Cumulative paid claims and allocated claim adjustment expense, Net	$ 151,000,000.0	151,000,000.0	151,000,000.0	133,000,000.0	104,700,000	26,700,000
Accident Year 2018 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	111,200,000	111,200,000	161,900,000	153,200,000	171,600,000	155,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	4,636
Cumulative paid claims and allocated claim adjustment expense, Net	$ 111,200,000	111,200,000	111,200,000	99,000,000.0	73,400,000	19,100,000
Accident Year 2018 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	282,100,000	282,100,000	534,700,000	344,100,000	351,900,000	318,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,777
Cumulative paid claims and allocated claim adjustment expense, Net	$ 282,100,000	282,100,000	279,500,000	286,200,000	282,200,000	122,400,000
Accident Year 2018 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	92,700,000	92,700,000	254,300,000	264,100,000	256,500,000	227,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	2,149
Cumulative paid claims and allocated claim adjustment expense, Net	$ 92,700,000	92,700,000	92,700,000	73,300,000	33,400,000	7,100,000
Accident Year 2018 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	324,300,000	324,300,000	416,200,000	391,700,000	393,300,000	393,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,418
Cumulative paid claims and allocated claim adjustment expense, Net	$ 324,300,000	324,300,000	324,700,000	313,000,000.0	279,600,000	$ 27,100,000
Accident Year 2019 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	109,000,000.0	109,000,000.0	102,800,000	129,200,000	125,300,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	6,944
Cumulative paid claims and allocated claim adjustment expense, Net	$ 109,000,000.0	109,000,000.0	98,400,000	90,500,000	48,700,000
Accident Year 2019 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	48,600,000	48,600,000	153,500,000	146,500,000	124,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	5,156
Cumulative paid claims and allocated claim adjustment expense, Net	$ 48,600,000	48,600,000	64,100,000	17,600,000	6,300,000
Accident Year 2019 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	102,400,000	102,400,000	123,500,000	153,000,000.0	145,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	3,691
Cumulative paid claims and allocated claim adjustment expense, Net	$ 102,400,000	102,400,000	89,600,000	72,500,000	33,500,000
Accident Year 2019 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	132,700,000	132,700,000	238,900,000	261,100,000	248,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	23,826
Cumulative paid claims and allocated claim adjustment expense, Net	$ 132,700,000	132,700,000	121,100,000	86,600,000	27,100,000
Accident Year 2019 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	162,700,000	162,700,000	332,400,000	241,500,000	228,000,000.0
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,401
Cumulative paid claims and allocated claim adjustment expense, Net	$ 162,700,000	162,700,000	167,500,000	140,800,000	28,100,000
Accident Year 2019 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	52,900,000	52,900,000	244,300,000	254,000,000.0	233,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,790
Cumulative paid claims and allocated claim adjustment expense, Net	$ 52,900,000	52,900,000	52,500,000	36,400,000	9,200,000
Accident Year 2019 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	401,100,000	401,100,000	398,700,000	495,900,000	472,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 0
Number of Reported Claims | Integer	1,543
Cumulative paid claims and allocated claim adjustment expense, Net	$ 401,100,000	401,100,000	399,200,000	381,000,000.0	$ 273,200,000
Accident Year 2020 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	213,500,000	208,000,000.0	198,300,000	203,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 25,900,000
Number of Reported Claims | Integer	7,689
Cumulative paid claims and allocated claim adjustment expense, Net	$ 169,600,000	151,800,000	124,100,000	61,000,000.0
Accident Year 2020 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	146,600,000	140,400,000	141,600,000	132,900,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 50,200,000
Number of Reported Claims | Integer	3,753
Cumulative paid claims and allocated claim adjustment expense, Net	$ 61,600,000	36,300,000	9,300,000	0
Accident Year 2020 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	126,600,000	125,700,000	111,200,000	110,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 9,600,000
Number of Reported Claims | Integer	3,847
Cumulative paid claims and allocated claim adjustment expense, Net	$ 101,200,000	88,700,000	66,500,000	28,500,000
Accident Year 2020 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	352,300,000	338,200,000	347,900,000	348,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 87,400,000
Number of Reported Claims | Integer	106,054
Cumulative paid claims and allocated claim adjustment expense, Net	$ 226,200,000	174,700,000	121,200,000	47,600,000
Accident Year 2020 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	362,600,000	350,700,000	403,700,000	317,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ (5,500,000)
Number of Reported Claims | Integer	1,418
Cumulative paid claims and allocated claim adjustment expense, Net	$ 312,300,000	237,300,000	165,700,000	41,900,000
Accident Year 2020 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	181,200,000	198,800,000	234,700,000	253,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 62,000,000.0
Number of Reported Claims | Integer	1,389
Cumulative paid claims and allocated claim adjustment expense, Net	$ 71,900,000	44,300,000	27,800,000	9,100,000
Accident Year 2020 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	379,500,000	375,400,000	601,300,000	414,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 36,700,000
Number of Reported Claims | Integer	1,494
Cumulative paid claims and allocated claim adjustment expense, Net	$ 311,600,000	290,900,000	270,100,000	$ 213,000,000.0
Accident Year 2021 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	195,500,000	202,000,000.0	207,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 16,100,000
Number of Reported Claims | Integer	6,810
Cumulative paid claims and allocated claim adjustment expense, Net	$ 151,200,000	119,700,000	58,700,000
Accident Year 2021 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	197,800,000	188,600,000	173,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 99,400,000
Number of Reported Claims | Integer	3,343
Cumulative paid claims and allocated claim adjustment expense, Net	$ 53,800,000	23,500,000	3,100,000
Accident Year 2021 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	95,700,000	96,200,000	93,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 10,100,000
Number of Reported Claims | Integer	4,787
Cumulative paid claims and allocated claim adjustment expense, Net	$ 64,700,000	52,300,000	23,500,000
Accident Year 2021 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	296,200,000	304,800,000	286,200,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 128,400,000
Number of Reported Claims | Integer	34,929
Cumulative paid claims and allocated claim adjustment expense, Net	$ 131,700,000	90,400,000	43,200,000
Accident Year 2021 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	498,900,000	479,300,000	652,900,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 30,700,000
Number of Reported Claims | Integer	1,498
Cumulative paid claims and allocated claim adjustment expense, Net	$ 364,300,000	235,700,000	75,000,000.0
Accident Year 2021 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	205,700,000	216,300,000	206,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 93,300,000
Number of Reported Claims | Integer	1,325
Cumulative paid claims and allocated claim adjustment expense, Net	$ 64,000,000.0	37,300,000	7,800,000
Accident Year 2021 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	142,100,000	152,500,000	157,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 41,100,000
Number of Reported Claims | Integer	1,356
Cumulative paid claims and allocated claim adjustment expense, Net	$ 76,100,000	53,400,000	$ 28,300,000
Accident Year 2022 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	174,200,000	167,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 22,300,000
Number of Reported Claims	5,702
Cumulative paid claims and allocated claim adjustment expense, Net	$ 113,700,000	41,100,000
Accident Year 2022 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	215,100,000	204,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 148,300,000
Number of Reported Claims	3,050
Cumulative paid claims and allocated claim adjustment expense, Net	$ 5,600,000	8,900,000
Accident Year 2022 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	106,100,000	108,000,000.0
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 31,200,000
Number of Reported Claims	5,428
Cumulative paid claims and allocated claim adjustment expense, Net	$ 57,600,000	24,900,000
Accident Year 2022 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	302,400,000	317,000,000.0
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 184,600,000
Number of Reported Claims	3,422
Cumulative paid claims and allocated claim adjustment expense, Net	$ 75,500,000	17,800,000
Accident Year 2022 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	392,500,000	393,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 48,900,000
Number of Reported Claims | Integer	1,404
Cumulative paid claims and allocated claim adjustment expense, Net	$ 200,800,000	65,200,000
Accident Year 2022 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	250,600,000	249,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 178,300,000
Number of Reported Claims | Integer	1,256
Cumulative paid claims and allocated claim adjustment expense, Net	$ 31,100,000	9,400,000
Accident Year 2022 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	194,300,000	194,700,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 108,900,000
Number of Reported Claims | Integer	1,319
Cumulative paid claims and allocated claim adjustment expense, Net	$ 53,800,000	$ 26,000,000.0
Accident Year 2023 | Property Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	152,100,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 81,700,000
Number of Reported Claims	3,297
Cumulative paid claims and allocated claim adjustment expense, Net	$ 30,000,000.0
Accident Year 2023 | Casualty Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	224,900,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 173,000,000.0
Number of Reported Claims	2,465
Cumulative paid claims and allocated claim adjustment expense, Net	$ 26,900,000
Accident Year 2023 | Marine, Aviation and Energy Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	117,400,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 72,600,000
Number of Reported Claims	2,703
Cumulative paid claims and allocated claim adjustment expense, Net	$ 27,800,000
Accident Year 2023 | Financial and Professional Insurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	341,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 277,000,000.0
Number of Reported Claims	3,137
Cumulative paid claims and allocated claim adjustment expense, Net	$ 21,500,000
Accident Year 2023 | Property Catastrophe and Other Property Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	230,800,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 117,700,000
Number of Reported Claims | Integer	753
Cumulative paid claims and allocated claim adjustment expense, Net	$ 45,100,000
Accident Year 2023 | Casualty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	271,600,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 244,900,000
Number of Reported Claims | Integer	779
Cumulative paid claims and allocated claim adjustment expense, Net	$ 8,500,000
Accident Year 2023 | Specialty Reinsurance
Claims Development [Line Items]
Incurred Claims and Allocated Claim Adjustment Expense, Net	142,500,000
Incurred but Not Reported (IBNR) Claims Liability, Net	$ 100,400,000
Number of Reported Claims | Integer	952
Cumulative paid claims and allocated claim adjustment expense, Net	$ 22,600,000

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Reserves for Losses and Adjustment Expenses Short-duration insurance contracts - Reconciliation of Claims Development (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	$ 3,629.6	$ 3,151.6
Reinsurance recoverable on unpaid losses	4,577.8	4,897.7
Unallocated claims incurred	47.9	41.4
Carbon syndicate reserves	16.7	5.2
Other	0.4	1.6
Liability for unpaid claims and claim adjustment expense, aggregate reconciling items	(396.8)	(338.4)
Reserve for losses and loss adjustment expenses	7,810.6	7,710.9	$ 7,611.8	$ 7,165.3
Property Insurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	270.8	259.0
Casualty Insurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	636.5	457.3
Marine, Aviation and Energy Insurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	194.5	163.7
Financial and Professional Insurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	837.6	671.9
Insurance lines
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	1,939.4	1,551.9
Reinsurance recoverable on unpaid losses	2,821.6	2,907.8
Property Catastrophe and Other Property Reinsurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	562.3	677.9
Casualty Reinsurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	733.6	571.6
Specialty Reinsurance
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	394.3	350.2
Reinsurance lines
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Liability for claims and claim adjustment expenses, net of reinsurance	1,690.2	1,599.7
Reinsurance recoverable on unpaid losses	1,756.2	1,989.9
Insurance lines other than short-duration
Short-duration Insurance Contracts, Reconciliation of Claims Development to Liability [Line Items]
Other reinsurance balances recoverable	(489.1)	(429.3)
Reserve for losses and loss adjustment expenses	$ 27.3	$ 42.7

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Reserves for Losses and Adjustment Expenses Short-duration Contracts - Historical Claims Duration (Details)	Dec. 31, 2023
Property Insurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	30.60%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	39.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	13.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	6.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	2.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	2.40%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(0.20%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(0.30%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	(0.70%)
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Casualty Insurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	4.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	18.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	33.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	24.20%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	2.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	1.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(5.10%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(0.40%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	(0.10%)
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Marine, Aviation and Energy Insurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	22.50%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	33.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	21.50%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	11.40%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	3.20%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	3.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(2.80%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(0.70%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	(0.40%)
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Financial and Professional Insurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	12.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	28.60%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	20.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	16.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	5.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	6.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(4.70%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(1.40%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	(0.30%)
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Property Catastrophe and Other Property Reinsurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	22.60%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	45.50%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	16.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	5.80%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	2.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	1.50%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(0.20%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(0.70%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	(0.10%)
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Casualty Reinsurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	6.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	19.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	22.40%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	19.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	12.50%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	8.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(5.20%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	(1.70%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	0.00%
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%
Specialty Reinsurance
Short-duration Insurance Contracts, Historical Claims Duration [Line Items]
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year One	27.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Two	34.90%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Three	14.30%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Four	7.40%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Five	3.70%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Six	1.10%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Seven	(0.50%)
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Eight	0.00%
Average Annual Percentage Payout of Incurred Claims, Net of Reinsurance, Year Nine	0.00%
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance, Year Ten	0.00%

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Income Taxes - Summary of Total Income Tax (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit)/expense allocated to net income	$ (132.1)	$ (78.1)	$ 5.3
Income tax expense/(benefit) allocated to other comprehensive income	20.6	(23.9)	0.3
Total income tax (benefit)/expense	$ (111.5)	$ (102.0)	$ 5.6

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Income Taxes - Income/(Loss) Before Tax and Income Tax Expense/(Benefit) Attributable to that Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Examination [Line Items]
(Loss) before tax, Non-U.S.	$ 16.8	$ (20.9)	$ (67.9)
(Loss) before tax, U.S.	236.3	34.8	5.0
Income (loss) from operations before income taxes	402.6	(27.0)	35.1
Current tax (benefit)/expense, Non-U.S.	7.9	4.7	2.7
Current tax (benefit)/expense, U.S.	52.4	14.8	5.8
Current tax (benefit)/expense, Total	65.6	26.5	8.5
Deferred tax (benefit), Non-U.S.	0.3	(1.7)	(2.9)
Deferred tax (benefit), U.S.	3.0	(102.9)	0.0
Deferred tax, Total	(197.7)	(104.6)	(3.2)
Total tax expense/(benefit), Non-U.S.	8.2	3.0	(0.2)
Total tax expense/(benefit), U.S.	55.4	(88.1)	5.8
Total tax expense/(benefit)	(132.1)	(78.1)	5.3
Base erosion and anti-abuse (BEAT) expense	0.9	2.3	6.1
Bermuda
Income Tax Examination [Line Items]
(Loss) before tax, Non-U.S.	148.8	(103.3)	22.9
Current tax (benefit)/expense, Non-U.S.	0.0	0.0	0.0
Deferred tax (benefit), Non-U.S.	(201.1)	0.0	0.0
Total tax expense/(benefit), Non-U.S.	(201.1)	0.0	0.0
Net deferred tax asset, Bermuda	156.6
Opening tax loss adjustment	$ 44.5
Deferred tax asset, utilization period	10 years
U.K.
Income Tax Examination [Line Items]
(Loss) before tax, Non-U.S.	$ 0.7	62.4	75.1
Current tax (benefit)/expense, Non-U.S.	5.3	7.0	0.0
Deferred tax (benefit), Non-U.S.	0.1	0.0	(0.3)
Total tax expense/(benefit), Non-U.S.	$ 5.4	$ 7.0	$ (0.3)

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Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax benefit at statutory tax rate of zero percent	$ 0.0	$ 0.0	$ 0.0
Overseas statutory tax rates differential	56.3	16.8	(0.9)
Base erosion and anti-abuse (BEAT) expense	0.9	2.3	6.1
Prior year adjustments	6.9	(2.9)	0.5
Introduction of Bermuda corporate income tax	(201.1)	0.0	0.0
Change in valuation allowance (2)	4.0	(98.9)	9.6
Impact of unrecognized tax benefits	0.0	0.0	0.0
Australian non-resident withholding tax	0.0	1.5	0.6
Foreign exchange	(1.3)	(0.3)	(1.5)
Non-deductible expenses	2.5	2.4	2.4
Impact of changes in statutory tax rates	(0.3)	(5.7)	(11.5)
Tax effect of OCI in income statement	0.0	6.7	0.0
Total tax expense/(benefit)	$ (132.1)	$ (78.1)	$ 5.3

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Income Taxes - Tax Effects of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 217.2	$ 167.6
Capital loss carryforwards	9.7	6.7
Insurance reserves: Losses and loss adjustment expenses	104.1	28.3
Unrealized losses on investments	8.9	20.6
Accrued expenses	13.4	6.1
Foreign tax credit carryforwards	19.0	19.8
Unearned premiums	35.0	36.0
Intangible assets	82.9	0.7
Office properties and equipment	16.5	14.2
Operating lease liability	15.6	18.5
Other temporary differences	7.6	3.7
Total deferred tax assets	529.9	322.2
Less valuation allowance	(172.7)	(145.7)
Deferred tax assets, net of valuation allowance	357.2	176.5
Deferred acquisition costs	(32.4)	(37.0)
Operating lease assets	(10.4)	(13.7)
Deferred Tax Liabilities, GAAP differences	0.1	0.2
Other temporary differences	(3.3)	(6.4)
Total deferred tax (liabilities)	(46.2)	(57.3)
Deferred tax assets, net	$ 311.0	$ 119.2

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 01, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2025	Dec. 31, 2024
Income Taxes [Line Items]
United States corporate tax at a rate		21.00%
Capital loss carryforwards		$ 9.7	$ 6.7
Less valuation allowance		172.7	145.7
Deferred Tax Assets, Gross		529.9	322.2
Internal Revenue Service (IRS)
Income Taxes [Line Items]
Net operating loss carryforwards		354.9	376.5
Operating loss carryforwards, remaining		354.9
Capital loss carryforwards		46.1
Less valuation allowance		24.5	$ 18.0
Internal Revenue Service (IRS) | Aspen U.K.
Income Taxes [Line Items]
Capital loss carryforwards		30.3
Operating loss carryforwards, subject to s382 limitation		39.2
Internal Revenue Service (IRS) | Aspen U.K. | Subsequent Event
Income Taxes [Line Items]
Operating loss carryforwards, subject to s382 limitation					$ 23.1
Internal Revenue Service (IRS) | U.S. operating subsidiaries
Income Taxes [Line Items]
Net operating loss carryforwards		270.2
Capital loss carryforwards		15.8
Internal Revenue Service (IRS) | U.S. operating subsidiaries | Subsequent Event
Income Taxes [Line Items]
Operating loss carryforwards, subject to s382 limitation				$ 20.8
Internal Revenue Service (IRS) | Aspen U.K.'s U.S. branch
Income Taxes [Line Items]
Net operating loss carryforwards		84.7
Operating loss carryforwards, subject to s382 limitation		$ 6.5
Internal Revenue Service (IRS) | Minimum
Income Taxes [Line Items]
Operating loss carryforwards, date of expiration		2032
Internal Revenue Service (IRS) | Maximum
Income Taxes [Line Items]
Operating loss carryforwards, date of expiration		2041
U.K.
Income Taxes [Line Items]
U. K. corporate tax rate	25.00%	23.50%	19.00%
Net operating loss carryforwards		$ 248.1	$ 280.5
Operating loss carryforwards, remaining		19.0	19.8
Less valuation allowance		131.0	106.7
U.K. | Lloyd's
Income Taxes [Line Items]
Deferred tax losses, operating loss carryforward		64.5	(19.9)
U.K. | Other juridictions
Income Taxes [Line Items]
Deferred tax losses, operating loss carryforward		$ (97.8)	$ (118.8)
Bermuda
Income Taxes [Line Items]
Bermuda tax rate		0.00%

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Capital Structure - Summary of Authorized and Issued Share Capital (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Aug. 13, 2019	Sep. 20, 2016	Dec. 31, 2023	Dec. 31, 2022	May 02, 2013
Authorized share capital:
Number of ordinary shares			70,000,000	70,000,000
Number of preference shares			30,000,000	30,000,000
Ordinary Shares, authorized			$ 700	$ 700
Preference Shares, authorized			45	45
Total authorized share capital			$ 745	$ 745
Issued share capital:
Ordinary shares, issued			60,395,839	60,395,839
Ordinary shares, value			$ 604	$ 604
Total issued share capital			$ 636	$ 636
Ordinary shares, par value			$ 0.01	$ 0.01
Preference shares, par value			$ 0.0015144558
5.950% Preference Shares (AHL PRC)
Issued share capital:
Preference shares, issued			11,000,000	11,000,000	11,000,000
Preference shares, value			$ 17	$ 17
Preferred Stock, Dividend Rate, Percentage			5.95%	5.95%
Preference shares, par value			$ 0.0015144558	$ 0.0015144558
Redemption price per share					$ 25
5.625% Preference Shares (AHL PRD)
Issued share capital:
Preference shares, issued			10,000,000	10,000,000
Preference shares, value			$ 15	$ 15
Preferred Stock, Dividend Rate, Percentage		5.625%	5.625%	5.625%
Preference shares, par value			$ 0.0015144558	$ 0.0015144558
Redemption price per share		$ 25	$ 25	$ 25
5.625% Preference Shares, rep by Dep Shares (AHL PRE)
Issued share capital:
Preference shares, issued	10,000,000		10,000,000	10,000,000
Preference shares, value			$ 0	$ 0
Preferred Stock, Dividend Rate, Percentage	5.625%		5.625%	5.625%
Preference shares, par value			$ 0.0015144558	$ 0.0015144558
Redemption price per share	$ 25		$ 25	$ 25

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Capital Structure - Summary of Authorized and Issued Share Capital (Details)(Phantom) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Aug. 13, 2019	Sep. 20, 2016	May 02, 2013
Class of Stock [Line Items]
Ordinary shares, par value	$ 0.01	$ 0.01
Preference shares, par value	$ 0.0015144558
Depositary share interest of 1/1000th in each 5.625%	0.01%
5.950% Preference Shares (AHL PRC)
Class of Stock [Line Items]
Preference shares, par value	$ 0.0015144558	0.0015144558
Redemption price per share					$ 25
5.625% Preference Shares (AHL PRD)
Class of Stock [Line Items]
Preference shares, par value	0.0015144558	0.0015144558
Redemption price per share	25	25		$ 25
5.625% Preference Shares, rep by Dep Shares (AHL PRE)
Class of Stock [Line Items]
Preference shares, par value	0.0015144558	0.0015144558
Redemption price per share	$ 25	$ 25	$ 25
Depositary share interest of 1/1000th in each 5.625%	0.001%

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Capital Structure - Additional Information (Details) $ / shares in Units, $ in Thousands				6 Months Ended	12 Months Ended
	Aug. 13, 2019 USD ($) $ / shares shares	Sep. 20, 2016 USD ($) $ / shares	May 02, 2013 USD ($) $ / shares shares	Jun. 30, 2023	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Additional paid in capital					$ 761,200	$ 761,200
Aggregate liquidation preferences					775,000	775,000	$ 775,000
Preferred stock issuance cost					21,500	21,500	$ 21,500
Authorized share capital					$ 745	$ 745
Number of ordinary shares | shares					70,000,000	70,000,000
Ordinary shares, par value | $ / shares					$ 0.01	$ 0.01
Number of preference shares | shares					30,000,000	30,000,000
Preference shares, par value | $ / shares					$ 0.0015144558
Ordinary shares, issued | shares					60,395,839	60,395,839
Preference shares liquidation preference, value	$ 250,000
5.950% Preference Shares (AHL PRC)
Class of Stock [Line Items]
Preferred stock issuance cost			$ 4,400
Preference shares, par value | $ / shares					$ 0.0015144558	$ 0.0015144558
Preference shares, issued | shares			11,000,000		11,000,000	11,000,000
Preference shares, rate					5.95%	5.95%
Redemption price per share | $ / shares			$ 25
Proceeds or share issuance			$ 270,600
Preference shares liquidation preference, value			$ 275,000
Fixed for floating rate				0.0959343
5.625% Preference Shares (AHL PRD)
Class of Stock [Line Items]
Preferred stock issuance cost								$ 8,700
Preference shares, par value | $ / shares					$ 0.0015144558	$ 0.0015144558
Preference shares, issued | shares					10,000,000	10,000,000
Preference shares, rate		5.625%			5.625%	5.625%
Redemption price per share | $ / shares		$ 25			$ 25	$ 25
Proceeds or share issuance		$ 241,300
Preference shares liquidation preference, value								$ 250,000
5.625% Preference Shares, rep by Dep Shares (AHL PRE)
Class of Stock [Line Items]
Preferred stock issuance cost	$ 8,400
Preference shares, par value | $ / shares					$ 0.0015144558	$ 0.0015144558
Preference shares, issued | shares	10,000,000				10,000,000	10,000,000
Preference shares, rate	5.625%				5.625%	5.625%
Redemption price per share | $ / shares	$ 25				$ 25	$ 25
Additional paid-in capital | Preference shares
Class of Stock [Line Items]
Proceeds or share issuance	$ 241,600

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income	$ 534.7	$ 51.1	$ 29.8
Preference share dividends	(49.9)	(44.6)	(44.5)
Net income/(loss) available to Aspen Insurance Holdings Limited’s ordinary shareholders	$ 484.8	$ 6.5	$ (14.7)
Basic and diluted weighted average ordinary shares outstanding	60,395,839	60,395,839	60,395,839
Earnings Per Share, Diluted	$ 8.03	$ 0.11	$ (0.24)
Earnings Per Share, Basic	$ 8.03	$ 0.11	$ (0.24)

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Statutory Requirements and Dividends Restrictions - Summary of Statutory Requirements and Dividends Restrictions (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
U.S.
Required statutory capital and surplus	$ 488.9	$ 513.9
Actual statutory capital and surplus	1,063.1	838.6
Bermuda
Required statutory capital and surplus	601.1	536.7
Actual statutory capital and surplus	1,685.2	1,426.6
U.K.
Required statutory capital and surplus	257.2	771.8
Actual statutory capital and surplus	$ 734.7	$ 802.5

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Statutory Requirements and Dividends Restrictions - Additional Information (Details) - 12 months ended Dec. 31, 2023 £ in Millions, $ in Millions	USD ($)	GBP (£)
AUL
Statutory Accounting Practices [Line Items]
Syndicate to maintain funds at Lloyd	$ 989.9
Total funds held by AUL	1,101.0
U.K.
Statutory Accounting Practices [Line Items]
Dividend payment made without regulatory approval	(599.3)	£ (78.0)
Capital contributions reserves	655.0
Bermuda
Statutory Accounting Practices [Line Items]
Dividend payment made without regulatory approval	$ (303.9)
Statutory capital and surplus, percent	25.00%
Statutory capital and surplus, percent reduction requiring approval	15.00%
Percent warning level of amount of enhanced capital required from statutory capital and surplus	120.00%
Bermuda | AUL
Statutory Accounting Practices [Line Items]
Total funds held by AUL	$ 515.4

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Dividends - Summary of Declared Dividends (Details) - USD ($)				3 Months Ended				12 Months Ended
	Dec. 28, 2023	Aug. 13, 2019	Sep. 20, 2016	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Dividends Payable [Line Items]
Dividends				$ 13,773,500	$ 13,847,200	$ 11,122,500	$ 11,122,500	$ 49,865,700
Dividends Payable, Date Declared				Nov. 30, 2023	Sep. 01, 2023	Jun. 01, 2023	Mar. 01, 2023
Payable Date	Dec. 28, 2023				Oct. 01, 2023	Jul. 01, 2023	Apr. 01, 2023
Depositary share interest of 1/1000th in each 5.625%				0.01%				0.01%
Payments of Ordinary Dividends, Common Stock								$ 40,300,000	$ 40,000,000.0	$ 0
5.950% Preference Shares (AHL PRC)
Dividends Payable [Line Items]
Dividends				$ 6,741,900	$ 6,815,600	$ 4,090,900	$ 4,090,900	$ 21,739,300
Preferred Stock, Dividend Rate, Percentage								5.95%	5.95%
5.625% Preference Shares, rep by Dep Shares (AHL PRE)
Dividends Payable [Line Items]
Dividends				$ 3,515,600	3,515,600	3,515,600	3,515,600	$ 14,062,400
Depositary share dividend				$ 0.35156				$ 0.35156
Depositary share interest of 1/1000th in each 5.625%				0.001%				0.001%
Preferred Stock, Dividend Rate, Percentage		5.625%						5.625%	5.625%
5.625% Preference Shares (AHL PRD)
Dividends Payable [Line Items]
Dividends				$ 3,516,000	$ 3,516,000	$ 3,516,000	$ 3,516,000	$ 14,064,000
Preferred Stock, Dividend Rate, Percentage			5.625%					5.625%	5.625%

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Retirement Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Total contributions by the Company to the retirement plan	$ 14.5	$ 12.5	$ 13.5

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Share-Based Payments and Long-term Incentive Plan - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment and LTIP expense		$ 5.5	$ 0.6
Accrued expenses and other payables	[1]	$ 214.4	201.8
Weighted Average Exercise Price		$ 0.001
Number of options granted		10,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 5.5	0.6
Long-term incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accrued expenses and other payables		7.6	$ 1.6
Management equity plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		7.5
Unrecognized Share Based Compensation Expense		$ 27.5

[1] Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

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Intangible Assets - Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets and goodwill	$ 21.7	$ 21.8
Goodwill	3.9
Aspen trademark
Finite-Lived Intangible Assets [Line Items]
Value of the asset	1.1
Insurance Licenses
Finite-Lived Intangible Assets [Line Items]
Value of the asset	$ 16.7

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Operating Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Amortization of right-of-use operating lease assets	$ 10.7	$ 10.1	$ 12.0
Interest on operating lease liability	4.5	5.4	5.5
Operating Lease, Expense	$ 15.2	$ 15.5	$ 17.5

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Operating Leases - Schedule of Operating Lease Liability, Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Liability, Payments, Due prior year	$ 0.0	$ 15.4
Liability, Payments, Next twelve months	15.4	15.2
Liability, Payments, Due year two	15.1	14.9
Liability, Payments, Due year three	14.3	14.1
Liability, Payments, Due year four	12.8	12.6
Liability, Payments, Due year five	12.7	12.4
Liability, Payments, Due after year five	32.4	34.8
Total minimum lease payments	102.7	119.4
Less imputed interest	(16.6)	(23.9)
Operating lease liabilities	$ 86.1	$ 95.5

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Operating Leases - Schedule of Operating Leases Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease liabilities	$ (15.5)	$ (15.5)	$ (17.5)
Asset obtained in exchange for operating lease liability	0.2	1.9	23.9
Reduction of right-of use assets resulting from reductions to lease obligations	$ 0.1	$ 7.0	$ 2.3
Operating lease, weighted average remaining lease term (years(	7 years 3 months 18 days	8 years 1 month 6 days	8 years 9 months 18 days
Operating lease, weighted average discount rate (percent)	5.00%	5.00%	5.00%

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Operating Leases - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-use operating lease assets	$ 61,600,000	$ 72,800,000
Operating lease liabilities	86,100,000	95,500,000
Impairment of lease assets	$ 0	$ (6,700,000)	$ 400,000

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Related Party Transactions - Narrative (Details) $ in Millions		12 Months Ended
		Dec. 31, 2023 USD ($)		Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Plus component of annual investment management fee		0.25
Annual fee cap		0.15
Privately-held Investments	[1]	$ 475.0		$ 533.0
Other Investments	[2]	209.3		221.3
Net investment income (1)		275.7	[3]	188.1	$ 147.5
Accrued expenses and other payables	[4]	214.4		201.8
Realized and unrealized investment gains (2)		75.9		5.0	56.2
Debt Securities, Trading	[5]	1,485.7		1,475.5
Other expenses		0.0		20.1	10.8
Asset Management Arrangement
Related Party Transaction [Line Items]
Net investment income (1)		9.4		4.9	$ 5.8
Accrued expenses and other payables		2.1		4.5
Apollo real estate fund
Related Party Transaction [Line Items]
Realized and unrealized investment gains (2)		0.4		3.1
Beneficial owner
Related Party Transaction [Line Items]
Accounts Payable, Current		1.2		2.0
Apollo real estate fund | Fair Value, Recurring [Member]
Related Party Transaction [Line Items]
Other Investments		23.9		25.3
Funds managed by Apollo | Fair Value, Recurring [Member]
Related Party Transaction [Line Items]
Other Investments		39.8		38.0
Apollo Notes, SPV
Related Party Transaction [Line Items]
Privately-held investment, losses incurred		5.5		(0.4)
Apollo Notes, SPV | Fair Value, Recurring [Member]
Related Party Transaction [Line Items]
Privately-held Investments		82.2		44.8
CLOs
Related Party Transaction [Line Items]
Net investment income (1)		17.4		0.0
Other expenses		0.5
CLOs | Fair Value, Recurring [Member]
Related Party Transaction [Line Items]
Debt Securities, Trading		129.8		0.0
Middle Market Term Loans managed by a subsidiary of Apollo
Related Party Transaction [Line Items]
Net investment income (1)		5.8		0.0
Other expenses		0.2
Middle Market Term Loans managed by a subsidiary of Apollo | Fair Value, Recurring [Member]
Related Party Transaction [Line Items]
Debt Securities, Trading		$ 45.1		$ 0.0
Maximum
Related Party Transaction [Line Items]
Percentage of consolidated group's net income due to Apollo Management		1.00%
Dollar amount option to percentage fee		$ 5.0

[1] Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

[2] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

[3] Net investment income includes related party net investment income of $19.6 million (2022 — $3.1 million, 2021 — $Nil ) and related party investment management fees of $9.4 million (2022 — $4.9 million, 2021 — $5.8 million).

[4] Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

[5] Fixed income maturities, trading at fair value includes related party investments totaling $129.8 million (2022 — $Nil).

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Commitments and Contingencies - Schedule of Company's Restricted Assets (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Fair Value, Separate Account Investment [Line Items]
Affiliated transactions		$ 660.8	$ 707.1
Third party		2,714.4	2,817.7
Letters of credit / guarantees(1)		172.0	471.3
Total restricted assets (excluding illiquid assets)		3,547.2	3,996.1
Other Investments	[1]	209.3	221.3
Total restricted assets and illiquid assets		$ 3,756.5	$ 4,217.4
Total as percent of invested assets		50.20%	59.40%

[1] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

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Commitments and Contingencies - Additional Information (Details) £ in Millions, SFr in Millions, $ in Millions, $ in Millions, $ in Millions, $ in Millions		1 Months Ended	12 Months Ended
		Mar. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) Investment	Dec. 31, 2022 USD ($) Investment	Dec. 31, 2021 USD ($)	Dec. 31, 2023 GBP (£) Investment	Dec. 31, 2023 CAD ($) Investment	Dec. 31, 2023 AUD ($) Investment	Dec. 31, 2023 CHF (SFr) Investment	Dec. 31, 2023 SGD ($) Investment	Dec. 31, 2022 GBP (£) Investment	Dec. 31, 2022 CAD ($) Investment	Dec. 31, 2022 AUD ($) Investment	Dec. 31, 2022 CHF (SFr) Investment	Dec. 31, 2022 SGD ($) Investment	Apr. 01, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 23, 2019 USD ($)	Dec. 20, 2017 USD ($)
Restricted Cash And Collateral [Line Items]
Other investments (equity method)	[1]		$ 209.3	$ 221.3
Total as percent of invested assets			50.20%	59.40%
Investment in the period			$ 0.4	$ 2.0
Commitment to invest in private assets			99.0	377.9	$ 205.1
Investable assets held by the Company			7,500.0	7,100.0
Investable assets held by insurance regulators			$ 517.4	489.5
Minimum capital required | £						£ 0.5					£ 0.4
Percentage of reinsurance liabilities			100.00%			100.00%	100.00%	100.00%	100.00%	100.00%
Reinsurance liabilities			$ 823.5	1,166.4
Assets held-in-trust			1,016.9	1,389.5
Regulatory deposits			6.8	6.7
Deposit with states			$ 6.4	$ 6.5
Number of investments | Investment			1	1		1	1	1	1	1	1	1	1	1	1
MVI
Restricted Cash And Collateral [Line Items]
Investment in the period		$ 0.8	$ 0.0	$ 0.4
Multi-Line Insurer
Restricted Cash And Collateral [Line Items]
Other investments (equity method)																		$ 5.0
Investment in the period			0.4	1.6
Us Multi Beneficiary Trust Fund
Restricted Cash And Collateral [Line Items]
Minimum trust fund			20.0
Assets held-in-trust			394.7	509.2
Us Surplus Lines Trust Fund
Restricted Cash And Collateral [Line Items]
Assets held-in-trust			126.6	215.1
Canadian Trust Fund
Restricted Cash And Collateral [Line Items]
Assets held-in-trust			168.4				$ 228.4					$ 185.8
Australian Trust Fund
Restricted Cash And Collateral [Line Items]
Assets held-in-trust			86.9					$ 131.0					$ 183.9
Swiss Trust Fund
Restricted Cash And Collateral [Line Items]
Assets held-in-trust			11.4						SFr 9.9					SFr 9.4
Singapore Trust Fund
Restricted Cash And Collateral [Line Items]
Assets held-in-trust			$ 144.0							$ 192.1					$ 174.7
Bermuda
Restricted Cash And Collateral [Line Items]
Percentage of reinsurance liabilities			100.00%			100.00%	100.00%	100.00%	100.00%	100.00%
Reinsurance liabilities			$ 320.6	$ 380.3
Limited Partner
Restricted Cash And Collateral [Line Items]
Restricted assets																$ 10.0	$ 20.0		$ 100.0

[1] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

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Concentration of Credit Risk - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Concentration Risk [Line Items]
Amount recoverable from reinsurers	$ 4,577.8	$ 4,897.7
Concentration risk	0.568	0.573
Reinsurance Recoverable, Allowance for Credit Loss	$ 3.7	$ 3.7	$ 3.3
Underwriting premiums receivables (net of allowance for expected credit losses of 2023: $21.0 and 2022: $25.0)	1,435.3	1,482.4
Due for settlement	8.7
Premium Receivable, Allowance for Credit Loss	$ 21.0	$ 25.0
Allowable holdings of a single issue or issuer, percentage	2.00%
Maximum
Concentration Risk [Line Items]
Gross written premiums, percentage	15.90%	16.30%
Minimum
Concentration Risk [Line Items]
Gross written premiums, percentage	9.20%	8.20%
Median
Concentration Risk [Line Items]
Gross written premiums, percentage	11.10%	9.70%
A- rating or higher
Concentration Risk [Line Items]
Concentration risk	0.429	0.423
A- rating or lower
Concentration Risk [Line Items]
Concentration risk	0.003	0.004

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Reclassifications from Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income Reclassification (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income (loss) from operations before income taxes		$ 402.6	$ (27.0)	$ 35.1
Income tax (expense)/benefit		132.1	78.1	(5.3)
General, administrative and corporate expenses	[1]	(503.6)	(494.2)	(418.0)
Net income/(loss)		534.7	51.1	29.8
Net income/(loss)		534.7	51.1	29.8
Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income/(loss)		25.5	70.4	(26.6)
Available for sale securities | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Available for sale securities — gross realized (losses)		(2.2)	(3.9)	(24.8)
Realized losses on sale of securities		42.4	58.9	4.4
Income (loss) from operations before income taxes		40.2	55.0	(20.4)
Income tax (expense)/benefit		(6.6)	0.0	0.0
Net income/(loss)		33.6	55.0	(20.4)
Realized derivatives | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income tax (expense)/benefit		0.0	0.0	0.0
General, administrative and corporate expenses		(8.1)	15.4	(6.2)
Net income/(loss)		$ (8.1)	$ 15.4	$ (6.2)

[1] General, administrative and corporate expenses includes related party management consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million).

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Credit Facilities and Long-Term Debt - Summary of Contractual Obligations Under Long-term Debts (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Short-Term Debt	$ 0.0	$ 299.9
Long-Term Debt, Maturity, Year Two and Three	300.0
Long-Term Debt, Maturity, Year Four and Five	0.0
Long-Term Debt, Maturity, after Year Five	0.0
Total	300.0
Short-Term Debt
Line of Credit Facility [Line Items]
Short-Term Debt	$ 0.0

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Credit Facilities and Long-Term Debt - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Oct. 24, 2023	Jul. 26, 2023	Feb. 07, 2023	Dec. 29, 2021	Nov. 30, 2021	Nov. 05, 2021	Apr. 01, 2021	Nov. 30, 2020	Nov. 03, 2020	Feb. 11, 2019
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit	$ 300,000,000
Line of credit facility Increasable capacity	$ 100,000,000
Minimum consolidated tangible net worth under credit facility		$ 2,019,600,000
Percentage of consolidated net income		25.00%
Percentage of aggregate net cash proceeds from the issuance of capital stock		25.00%
Percentage of consolidated leverage ratio permitted		35.00%
AUL | Lloyd's
Line of Credit Facility [Line Items]
Letter of Credit to Support Funds at Lloyd's				$ 335,000,000
Funds at Lloyd's Facility Agreement								$ 80,000,000			$ 150,000,000
AUL | Lloyd's | Maximum
Line of Credit Facility [Line Items]
Letter of Credit to Support Funds at Lloyd's												$ 235,000,000
Bermuda | Natixis
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit									$ 100,000,000
Bermuda | HSBC Bank USA, National Association
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit							$ 75,000,000
Aspen Specialty | Federal Home Loan Bank of Boston
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit										$ 250,000,000
Percentage limit of pledged assets permitted to secure debt obligations										15.00%
AAIC | Federal Home Loan Bank of Boston
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit										$ 174,000,000
Percentage limit of pledged assets permitted to secure debt obligations										10.00%
Letters of credit / guarantees | Aspen U.K. | Aspen European
Line of Credit Facility [Line Items]
Revolving credit facility, credit agreement maximum limit						$ 100,000,000							$ 100,000,000
Secured and unsecured financing facilities
Line of Credit Facility [Line Items]
Long-term line of credit		$ 2,300,000,000
2026 Term Loan
Line of Credit Facility [Line Items]
Loans issued					$ 300,000,000
Interest Expense		$ 3,000,000	$ 0

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Credit Losses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Credit Loss [Abstract]
Available-for-sale Investments, Allowance for Credit Loss, Beginning Balance	$ 7.7	$ 2.7
Debt Securities, Available-for-Sale, Allowance for Credit Loss, Not Previously Recorded	0.3	5.4
Available-for-sale investment, allowance for credit loss, increase (decrease)	(3.6)	0.2
Debt Securities, Available-for-Sale, Allowance for Credit Loss, Securities Sold	(1.5)	(0.6)
Available-for-sale Investments, Allowance for Credit Loss, Ending Balance	2.9	7.7	$ 2.7
Reinsurance Recoverable, Allowance for Credit Loss, Beginning Balance	3.7	3.3
Reinsurance Recoverable, Allowance for Credit Loss, Period Increase (Decrease)	0.0	0.4	0.5
Reinsurance Recoverable, Allowance for Credit Loss, Ending Balance	3.7	3.7	3.3
Accounts Receivable, Allowance for Credit Loss, Beginning Balance	25.0	30.2
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)	(4.0)	(5.2)
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 21.0	$ 25.0	$ 30.2

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Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions							3 Months Ended				12 Months Ended
	Apr. 21, 2024	Apr. 01, 2024	Mar. 15, 2024	Dec. 28, 2023	Aug. 13, 2019	Sep. 20, 2016	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 01, 2024
Subsequent Event [Line Items]
Payable Date				Dec. 28, 2023				Oct. 01, 2023	Jul. 01, 2023	Apr. 01, 2023
Dividends Payable, Date Declared							Nov. 30, 2023	Sep. 01, 2023	Jun. 01, 2023	Mar. 01, 2023
Depositary share interest of 1/1000th in each 5.625%							0.01%				0.01%
Payments of Ordinary Dividends, Common Stock											$ 40.3	$ 40.0	$ 0.0
5.950% Preference Shares (AHL PRC)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage											5.95%	5.95%
5.625% Preference Shares (AHL PRD)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage						5.625%					5.625%	5.625%
5.625% Preference Shares (AHL PRE)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage					5.625%						5.625%	5.625%
Depositary share interest of 1/1000th in each 5.625%							0.001%				0.001%
Depositary share dividend							$ 0.35156				$ 0.35156
Subsequent Event
Subsequent Event [Line Items]
Payments of Ordinary Dividends, Common Stock	$ 25.0
Subsequent Event | 5.950% Preference Shares (AHL PRC)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage		595.00%
Dividend, in usd per share														$ 0.3719
Payable Date		Apr. 01, 2024
Dividends Payable, Date Declared			Mar. 15, 2024
Subsequent Event | 5.625% Preference Shares (AHL PRD)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage		5.625%
Dividend, in usd per share														0.3516
Payable Date		Apr. 01, 2024
Dividends Payable, Date Declared			Mar. 15, 2024
Subsequent Event | 5.625% Preference Shares (AHL PRE)
Subsequent Event [Line Items]
Preferred Stock, Dividend Rate, Percentage		5.625%
Dividend, in usd per share														$ 351.56
Payable Date		Apr. 01, 2024
Dividends Payable, Date Declared			Mar. 15, 2024
Depositary share interest of 1/1000th in each 5.625%														0.001%
Depositary share dividend														$ 0.35156

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Schedule I - Investments (Details) - USD ($) $ in Millions		Dec. 31, 2023	Dec. 31, 2022
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Fair Value		$ 6,319.8
Amount at which shown at the balance sheet		6,412.4
Privately-held Investments	[1]	475.0	$ 533.0
Other Investments	[2]	209.3	221.3
Fair Value, Recurring [Member] | Apollo originating partnership
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Privately-held Investments		112.4	44.8
Other Investments		15.9	12.7
Fair Value, Recurring [Member] | Apollo real estate fund
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Other Investments		23.9	$ 25.3
U.S. government
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		1,473.6
Fair Value		1,448.1
Amount at which shown at the balance sheet		1,448.1
U.S. agency
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		7.5
Fair Value		7.2
Amount at which shown at the balance sheet		7.2
Municipal
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		136.9
Fair Value		131.2
Amount at which shown at the balance sheet		131.2
Corporate
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		2,229.9
Fair Value		2,130.8
Amount at which shown at the balance sheet		2,130.8
High yield loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		90.8
Fair Value		92.1
Amount at which shown at the balance sheet		92.1
Non-U.S. government-backed corporate
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		115.1
Fair Value		109.0
Amount at which shown at the balance sheet		109.0
Non-U.S government
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		315.7
Fair Value		308.6
Amount at which shown at the balance sheet		308.6
Asset-backed securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		936.0
Fair Value		908.2
Amount at which shown at the balance sheet		908.2
Non-agency commercial mortgage-backed securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		6.6
Fair Value		5.8
Amount at which shown at the balance sheet		5.8
Collateralized Mortgage-Backed Securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		544.9
Fair Value		467.3
Amount at which shown at the balance sheet		467.3
Fixed maturities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		5,857.0
Fair Value		5,608.3
Amount at which shown at the balance sheet		5,608.3
Short-term investments
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		95.7
Fair Value		95.7
Amount at which shown at the balance sheet		95.7
Catastrophe Bonds
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		1.6
Fair Value		1.6
Amount at which shown at the balance sheet		1.6
Privately-held investments
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Amortized Cost or Cost		509.6
Fair Value		437.1
Amount at which shown at the balance sheet		489.9
Equity Method Investments
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Fair Value		7.6
Amount at which shown at the balance sheet		7.6
Other investments
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Fair Value		169.6
Amount at which shown at the balance sheet		$ 209.3

[1] Privately-held investments, trading at fair value include related party investments totaling $112.4 million (2022 — $44.8 million). Privately-held investments, available for sale include related party investments totaling $14.9 million (2022 — $Nil).

[2] Other investments includes related party investments of $23.9 million (2022 — $25.3 million) in Apollo Real Estate Fund and $15.9 million (2022 — $12.7 million) in Apollo Origination Partnership.

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Schedule II - Condensed Financial Information of Registrant Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
		Aug. 13, 2019	Sep. 20, 2016	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 02, 2013
ASSETS
Cash and Cash Equivalents, at Carrying Value	[1]			$ 1,028,100	$ 959,200
Right-of-use operating lease assets				61,600	72,800
Other assets				309,600	384,200
Total assets				15,224,800	15,157,300
LIABILITIES
Accrued expenses and other payables	[2]			214,400	201,800
Long-term debt				300,000	0
Short-Term Debt				0	299,900
Operating lease liabilities				86,100	95,500
Total liabilities				12,316,300	12,799,300
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]
Ordinary shares				604	604
Preference shares, value				753,500	753,500
Additional paid in capital				761,200	761,200
Retained earnings				1,793,500	1,349,000
Unrealized (loss)/gains on investments				(227,600)	(333,200)
Total accumulated other comprehensive (loss)				(400,300)	(506,300)	$ (123,000)
Total shareholders’ equity				2,908,500	2,358,000
Total liabilities and shareholders’ equity				$ 15,224,800	$ 15,157,300
Ordinary shares, issued				60,395,839	60,395,839
Ordinary shares, par value				$ 0.01	$ 0.01
Preference shares, par value				$ 0.0015144558
5.950% Preference Shares (AHL PRC)
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]
Preference shares, issued				11,000,000	11,000,000			11,000,000
Preference shares, rate				5.95%	5.95%
Preference shares, par value				$ 0.0015144558	$ 0.0015144558
5.625% Preference Shares (AHL PRD)
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]
Preference shares, issued				10,000,000	10,000,000
Preference shares, rate			5.625%	5.625%	5.625%
Preference shares, par value				$ 0.0015144558	$ 0.0015144558
5.625% Preference Shares (AHL PRE)
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]
Preference shares, issued		10,000,000		10,000,000	10,000,000
Preference shares, rate		5.625%		5.625%	5.625%
Preference shares, par value				$ 0.0015144558	$ 0.0015144558
Parent Company
ASSETS
Fixed income maturities, trading at fair value (amortized cost — $1,106.6 and $1,205.0)				$ 43,200	$ 40,500
Cash and Cash Equivalents, at Carrying Value				43,500	44,400	$ 45,000	$ 92,400
Investments in subsidiaries (1)				3,284,200	2,767,900
Other Receivables				4,300	1,700
Right-of-use operating lease assets				1,500	2,000
Other assets				5,600	5,900
Total assets				3,382,300	2,862,400
LIABILITIES
Accrued expenses and other payables				27,800	22,300
Other Liabilities				144,700	180,500
Long-term debt				300,000	0
Short-Term Debt				0	299,900
Operating lease liabilities				1,300	1,700
Total liabilities				473,800	504,400
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]
Ordinary shares				600	600
Preference shares, value				753,500	753,500
Additional paid in capital				761,200	761,200
Retained earnings				1,793,500	1,349,000
(Loss)/gain on derivatives				(200)	13,800
Gains on foreign currency translation (start of period)				(186,900)
Gains on foreign currency translation (end of period)				(172,500)	(186,900)
Total accumulated other comprehensive (loss)				(400,300)	(506,300)
Total liabilities and shareholders’ equity				$ 3,382,300	$ 2,862,400

[1] Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million) which are held in trusts.

[2] Includes amounts due to related parties of $2.1 million for investment management fees (2022 — $4.5 million), and $1.2 million for management consulting fees (2022 — $1.3 million).

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Schedule II - Condensed Financial Information of Registrant Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Financial Statements, Captions [Line Items]
Dividend income		$ 287.3	$ 198.4	$ 159.2
Other income		0.0	8.2	14.7
Total revenues		2,966.1	2,890.0	2,628.9
Expenses
General, administrative and corporate expenses	[1]	(503.6)	(494.2)	(418.0)
Other expenses		0.0	(20.1)	(10.8)
Income (loss) from operations before income taxes		402.6	(27.0)	35.1
Income tax benefit/(expense)		132.1	78.1	(5.3)
Net income/(loss)		534.7	51.1	29.8
Other Comprehensive Income:
Change in unrealized gains/(losses) on investments		105.6	(367.8)	(157.9)
Other comprehensive income/(loss), net of tax		106.0	(383.3)	(142.7)
Total comprehensive (loss)/income attributable to Aspen Insurance Holdings Limited's ordinary shareholders		640.7	(332.2)	(112.9)
Parent Company
Condensed Financial Statements, Captions [Line Items]
Equity in net earnings/(losses) of subsidiaries and other investments, equity method		304.7	14.2	(90.5)
Dividend income		364.4	121.7	193.0
Net realized and unrealized investment gains/(losses)		1.1	(4.0)	(0.5)
Other income		3.2	1.0	0.0
Total revenues		673.4	132.9	102.0
Expenses
General, administrative and corporate expenses		(121.3)	(62.7)	(54.6)
Interest expense		(15.6)	(14.3)	(14.3)
Other expenses		(1.8)	(4.8)	(3.3)
Income (loss) from operations before income taxes		534.7	51.1	29.8
Income tax benefit/(expense)		0.0	0.0	0.0
Net income/(loss)		534.7	51.1	29.8
Other Comprehensive Income:
Change in unrealized gains/(losses) on investments		105.6	(367.8)	(158.6)
Net change from current period hedged transactions		(14.0)	15.4	(6.2)
Change in foreign currency translation adjustment		14.4	(30.9)	21.4
Other comprehensive income/(loss), net of tax		106.0	(383.3)	(143.4)
Total comprehensive (loss)/income attributable to Aspen Insurance Holdings Limited's ordinary shareholders		$ 640.7	$ (332.2)	$ (113.6)

[1] General, administrative and corporate expenses includes related party management consulting fees of $5.0 million (2022 — $5.0 million; 2021 — $5.0 million).

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Schedule II - Condensed Financial Information of Registrant Statements of Cash Flows (Details) - USD ($)		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Amortization of right-of-use operating lease assets		$ 10,700,000	$ 10,100,000	$ 12,000,000.0
Interest on operating lease liability		(4,500,000)	(5,400,000)	(5,500,000)
Change in right of lease assets		0	(6,700,000)	400,000
Change in operating lease liabilities		(15,500,000)	(15,500,000)	(17,500,000)
Net cash provided by/(used in) operating activities		324,700,000	(55,000,000.0)	524,700,000
Cash flows from investing activities:
Proceeds from sales and maturities of fixed income securities — Trading		474,000,000.0	293,600,000	548,200,000
Net cash (used in) investing activities		(172,200,000)	(196,500,000)	(950,300,000)
Cash flows from financing activities:
Repayments of Short-Term Debt		(300,000,000.0)	0	0
Proceeds from term loan facility		300,000,000.0	0	0
Payments of Ordinary Dividends, Common Stock		(40,300,000)	(40,000,000.0)	0
Payments of Ordinary Dividends, Preferred Stock and Preference Stock		49,900,000	44,600,000	44,500,000
Net cash (used in)/provided by financing activities		(90,200,000)	(84,600,000)	500,000
(Decrease) in cash and cash equivalents		68,900,000	(354,900,000)	(433,200,000)
Cash and cash equivalents at beginning of period	[1]	959,200,000
Cash and cash equivalents at end of period (1)	[1]	1,028,100,000	959,200,000
Parent
Cash flows from financing activities:
Proceeds from term loan facility		300,000,000.0	0	0
Parent Company
Cash flows from operating activities:
Net income (excluding equity in net earnings of subsidiaries)		230,000,000.0	36,900,000	120,300,000
Realized and unrealized (gains)/losses		(14,800,000)	19,700,000	(6,700,000)
Loss/(gain) on derivative contracts		14,000,000.0	(15,400,000)	6,200,000
Amortization of right-of-use operating lease assets		500,000	500,000	500,000
Interest on operating lease liability		100,000	100,000	100,000
Change in other assets		300,000	2,100,000	(1,600,000)
Change in accrued expenses and other payables		5,500,000	(3,200,000)	1,400,000
Change in intercompany activities		(38,400,000)	41,100,000	35,000,000.0
Change in right of lease assets		0	0	(2,000,000.0)
Change in operating lease liabilities		(500,000)	(600,000)	1,500,000
Net cash provided by/(used in) operating activities		196,700,000	81,200,000	154,700,000
Cash flows from investing activities:
(Purchases) of fixed income securities		(8,100,000)	(10,000,000.0)	(42,600,000)
Proceeds from sales and maturities of fixed income securities — Trading		6,400,000	7,800,000	0
Investment in subsidiaries		(105,700,000)	5,000,000.0	(115,000,000.0)
Net cash (used in) investing activities		(107,400,000)	2,800,000	(157,600,000)
Cash flows from financing activities:
Repayments of Short-Term Debt		(300,000,000.0)	0	0
Net cash (used in)/provided by financing activities		(90,200,000)	(84,600,000)	(44,500,000)
(Decrease) in cash and cash equivalents		(900,000)	(600,000)	(47,400,000)
Cash and cash equivalents at beginning of period		44,400,000	45,000,000.0	92,400,000
Cash and cash equivalents at end of period (1)		$ 43,500,000	$ 44,400,000	$ 45,000,000.0

[1] Cash and cash equivalents includes restricted cash of $323.2 million (2022 — $232.1 million) which are held in trusts.

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Schedule III - Supplementary Insurance Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Policy Acquisition Costs	$ 296.2	$ 319.0	$ 290.8
Net Reserves for Losses and LAE	3,232.8	2,813.2	4,313.7	$ 3,970.1
Net Reserves for Unearned Premiums	1,692.8	1,720.2	1,516.2
Net earned premiums	2,614.5	2,688.7	2,410.5
Net Investment Income	275.7	188.1	147.5
Losses and LAE Expenses	1,553.0	1,680.0	1,693.3
Policy Acquisition Expenses	380.2	431.8	414.1
Net written premiums	2,581.9	2,896.0	2,587.7
General and Administrative Expenses	354.5	386.5	333.1
Reinsurance
Deferred Policy Acquisition Costs	201.5	227.2	205.2
Net Reserves for Losses and LAE	1,373.1	1,360.7	2,148.4
Net Reserves for Unearned Premiums	644.5	862.4	688.6
Net earned premiums	1,154.5	1,251.8	1,118.8
Losses and LAE Expenses	611.1	770.3	705.2
Policy Acquisition Expenses	208.6	252.4	221.6
Net written premiums	1,098.0	1,426.4	1,199.0
General and Administrative Expenses	120.6	142.5	121.3
Insurance
Deferred Policy Acquisition Costs	94.7	91.8	85.6
Net Reserves for Losses and LAE	1,859.7	1,452.5	2,165.3
Net Reserves for Unearned Premiums	1,048.3	857.8	827.6
Net earned premiums	1,460.0	1,436.9	1,291.7
Losses and LAE Expenses	941.9	909.7	988.1
Policy Acquisition Expenses	171.6	179.4	192.5
Net written premiums	1,483.9	1,469.6	1,388.7
General and Administrative Expenses	$ 233.9	$ 244.0	$ 211.8

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Schedule IV - Reinsurance Premiums Written and Premiums Earned (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Abstract]
Insurance	$ 2,446.6	$ 2,531.7	$ 2,341.4
Reinsurance	1,521.0	1,807.0	1,597.0
Ceded	(1,385.7)	(1,442.7)	(1,350.7)
Net written premiums	2,581.9	2,896.0	2,587.7
Gross Amount	2,444.8	2,370.8	2,139.1
Assumed From Other Companies	1,562.0	1,617.2	1,479.2
Ceded	(1,392.3)	(1,299.3)	(1,207.8)
Net premiums earned	$ 2,614.5	$ 2,688.7	$ 2,410.5
Percentage of Amount Assumed to Net	59.70%	60.10%	61.40%
Gross written premiums	$ 3,967.6	$ 4,338.7	$ 3,938.4

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Schedule V - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Premiums receivable from underwriting activities
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning  of Year	$ 25.0	$ 30.2	$ 34.0
Charged to Costs and Expenses	(4.0)	(5.2)	(3.8)
Charged to Other Accounts	0.0	0.0	0.0
Deductions	0.0	0.0	0.0
Balance at End of  Year	21.0	25.0	30.2
Reinsurance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning  of Year	0.0	0.0	0.0
Charged to Costs and Expenses	0.0
Charged to Other Accounts	0.0	0.0	0.0
Deductions	0.0	0.0	0.0
Balance at End of  Year	$ 0.0	$ 0.0	$ 0.0