MemGPT/example-sec-filings · Datasets at Hugging Face

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\(1\) Additions to insurance reserves include \$35 million, \$69 million
and \$152 million for the years ended December 31, 2020, 2021 and 2022
respectively, for changes in estimates resulting from new developments
in prior period claims. Additions to insurance reserves also include
\$374 million for the year ended December 31, 2021 for reserves assumed
in connection with a loss portfolio transfer reinsurance agreement. For
additional information on the loss portfolio transfer reinsurance
agreement, see Note 1 --Description of Business and Summary of
Significant Accounting Policies.

\(2\) For the year ended December 31, 2020, the increase in the
valuation allowance was primarily attributable to an increase in tax
rate in the Netherlands, an increase in U.S. federal, state and
Netherlands deferred tax assets resulting from the loss from operations,
and tax credits generated during the year.

For the year ended December 31, 2021, the increase in the valuation
allowance was primarily attributable to a tax rate increase in the
Netherlands, an increase in U.S. federal, state and Netherlands deferred
tax assets resulting from the loss from operations, and tax credits
generated during the year, offset partially by the release of the
valuation allowance due to deferred tax liabilities recorded as a result
of the acquisitions providing an additional source of taxable income to
support the realizability of pre-existing deferred tax assets.

For the year ended December 31, 2022, the increase in the valuation
allowance was primarily attributable to an increase in deferred tax
assets resulting from the loss from operations, offset by the deferred
tax impact from the transfer of certain intangible assets among our
wholly-owned subsidiaries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be disclosed
in reports that we file or submit under the Securities Exchange Act of
1934, as amended (the "xchange Act" is recorded, processed, summarized
and reported within the time periods specified in the Securities and
Exchange Commission' rules and forms and that such information is
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding required disclosure. As required by Rule
13a-15(b) under the Exchange Act, our management, including our Chief
Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of
the period covered by this Annual Report on Form 10-K. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this Annual
Report on Form 10-K, our disclosure controls and procedures are
effective at a reasonable assurance level.

140

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting
that occurred during the quarter ended December 1, 2022 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief
Financial Officer, believes that our disclosure controls and procedures
and internal control over financial reporting are designed to provide
reasonable assurance of achieving their objectives and are effective at
the reasonable assurance level. However, our management does not expect
that our disclosure controls and procedures or our internal control over
financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon
certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of
controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of
fraud, if any, within our company have been detected.

Management\'s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our management conducted an assessment of the
effectiveness of our internal control over financial reporting based on
the criteria established in "nternal Control - Integrated
Framework"(2013) issued by the Committee of Sponsoring Organizations of

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$1$ Additions to insurance reserves include \$35 million, \$69 million

and \$152 million for the years ended December 31, 2020, 2021 and 2022

respectively, for changes in estimates resulting from new developments

in prior period claims. Additions to insurance reserves also include

\$374 million for the year ended December 31, 2021 for reserves assumed

in connection with a loss portfolio transfer reinsurance agreement. For

additional information on the loss portfolio transfer reinsurance

agreement, see Note 1 --Description of Business and Summary of

Significant Accounting Policies.

$2$ For the year ended December 31, 2020, the increase in the

valuation allowance was primarily attributable to an increase in tax

rate in the Netherlands, an increase in U.S. federal, state and

Netherlands deferred tax assets resulting from the loss from operations,

and tax credits generated during the year.

For the year ended December 31, 2021, the increase in the valuation

allowance was primarily attributable to a tax rate increase in the

Netherlands, an increase in U.S. federal, state and Netherlands deferred

tax assets resulting from the loss from operations, and tax credits

generated during the year, offset partially by the release of the

valuation allowance due to deferred tax liabilities recorded as a result

of the acquisitions providing an additional source of taxable income to

support the realizability of pre-existing deferred tax assets.

For the year ended December 31, 2022, the increase in the valuation

allowance was primarily attributable to an increase in deferred tax

assets resulting from the loss from operations, offset by the deferred

tax impact from the transfer of certain intangible assets among our

wholly-owned subsidiaries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

*Evaluation of Disclosure Controls and Procedures*

We maintain disclosure controls and procedures that are designed to

provide reasonable assurance that information required to be disclosed

in reports that we file or submit under the Securities Exchange Act of

1934, as amended (the "xchange Act" is recorded, processed, summarized

and reported within the time periods specified in the Securities and

Exchange Commission' rules and forms and that such information is

accumulated and communicated to our management, including our Chief

Executive Officer and Chief Financial Officer, as appropriate, to allow

for timely decisions regarding required disclosure. As required by Rule

13a-15(b) under the Exchange Act, our management, including our Chief

Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures as of the end of

the period covered by this Annual Report on Form 10-K. Based upon that

evaluation, our Chief Executive Officer and Chief Financial Officer

concluded that, as of the end of the period covered by this Annual

Report on Form 10-K, our disclosure controls and procedures are

effective at a reasonable assurance level.

140

*Changes in Internal Control over Financial Reporting*

There were no changes to our internal control over financial reporting

that occurred during the quarter ended December 1, 2022 that have

materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

*Inherent Limitations on Effectiveness of Controls*

Our management, including our Chief Executive Officer and Chief

Financial Officer, believes that our disclosure controls and procedures

and internal control over financial reporting are designed to provide

reasonable assurance of achieving their objectives and are effective at

the reasonable assurance level. However, our management does not expect

that our disclosure controls and procedures or our internal control over

financial reporting will prevent or detect all error and fraud. Any

control system, no matter how well designed and operated, is based upon

certain assumptions and can provide only reasonable, not absolute,

assurance that its objectives will be met. Further, no evaluation of

controls can provide absolute assurance that misstatements due to error

or fraud will not occur or that all control issues and instances of

fraud, if any, within our company have been detected.

*Management\'s Report on Internal Control over Financial Reporting*

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act). Our management conducted an assessment of the

effectiveness of our internal control over financial reporting based on

the criteria established in "nternal Control - Integrated

Framework"(2013) issued by the Committee of Sponsoring Organizations of