Obligation Axis 5.15% ( US05464HAB69 ) en USD

Axis

119 % ▲

Etats-unis

US05464HAB69 ( en USD )

5.15% par an ( paiement semestriel )

31/03/2045

Prospectus brochure de l'obligation Axis US05464HAB69 en USD 5.15%, échéance 31/03/2045

2 000 USD

250 000 000 USD

05464HAB6

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

01/10/2024 ( Dans 135 jours )

L'Obligation émise par Axis ( Etats-unis ) , en USD, avec le code ISIN US05464HAB69, paye un coupon de 5.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2045

L'Obligation émise par Axis ( Etats-unis ) , en USD, avec le code ISIN US05464HAB69, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Axis ( Etats-unis ) , en USD, avec le code ISIN US05464HAB69, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-193384
333-193384-02
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Amount to be
Amount of
to be registered

registered
registration fee(1)
2.650% Senior Notes due 2019 of AXIS Specialty Finance PLC
$250,000,000
$32,200
Guarantee of AXIS Capital Holdings Limited of 2.650% Senior Notes due 2019(2)

N/A

--
5.150% Senior Notes due 2045 of AXIS Specialty Finance PLC
$250,000,000
$32,200
Guarantee of AXIS Capital Holdings Limited of 5.150% Senior Notes due 2045(2)

N/A

--
TOTAL
$500,000,000
$64,400

(1) This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the
Registration Statement on Form S-3 (File No. 333-193384 ) filed by the Registrants on January 16, 2014.

(2) No separate consideration will be received for the guarantee. Pursuant to Rule 457(n) under the Securities Act of 1933, as
amended, no separate fee for the guarantee is payable.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated January 16, 2014)

$250,000,000 2.650% SENIOR NOTES DUE 2019
$250,000,000 5.150% SENIOR NOTES DUE 2045
Fully and unconditionally guaranteed by

The notes due 2019 (the "2019 notes") will bear interest at the rate of 2.650% per year. Interest on the 2019 notes is payable on April 1 and October 1
of each year, beginning on October 1, 2014, provided that such day is a business day in New York City. The 2019 notes will mature on April 1, 2019.
The notes due 2045 (the "2045 notes" and collectively with the 2019 notes, the "notes") will bear interest at the rate of 5.150% per year. Interest on
the 2045 notes is payable on April 1 and October 1 of each year, beginning on October 1, 2014, provided that such day is a business day in New York City.
The 2045 notes will mature on April 1, 2045.
The notes will be unsecured senior obligations of AXIS Specialty Finance PLC and will rank equally with all of our future unsecured senior
indebtedness. The notes will be fully and unconditionally guaranteed by AXIS Capital Holdings Limited. The guarantee of each series of notes will be an
unsecured senior obligation of AXIS Capital Holdings Limited and will rank equally with all of its other existing and future unsecured senior obligations.
We may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus a "make whole" premium,
plus accrued and unpaid interest, if any. The notes are not subject to a sinking fund provision.
Application has been made for the notes to be admitted to the Official List and traded on the Global Exchange Market, which is the exchange regulated
market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. There are no
assurances that the notes will be admitted to the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market.

Investing in the notes involves risks. See ``Risk Factors'' beginning on page S-7.

Per
Per

2019 Note
Total

2045 Note
Total

Public offering price

99.896%
$249,740,000
99.474%
$248,685,000
Underwriting discount (1)

0.600%
$ 1,500,000

0.875%
$ 2,187,500
Proceeds to AXIS Specialty Finance
PLC

99.296%
$248,240,000
98.599%
$246,497,500

(1) The underwriters have agreed to reimburse us for certain fees and expenses relating to this offering. See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect that the notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company
("DTC") and its direct participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme on or about March 13, 2014.

Joint Book-Running Managers

Barclays

Citigroup

HSBC
Co-Managers

BofA Merrill Lynch

Wells Fargo Securities
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BMO Capital Markets
Credit Suisse

ING

Lloyds Securities

The date of this prospectus supplement is March 6, 2014
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TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement
iii
Cautionary Statement Regarding Forward-Looking Statements
iii
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-10
Description of the Notes and the Guarantees
S-11
Taxation
S-22
Certain ERISA Considerations
S-27
Underwriting
S-29
Legal Matters
S-34
Where You Can Find More Information
S-34
Listing Information
S-35
Prospectus

Prospectus Summary

i
Risk Factors

1
Cautionary Statement Regarding Forward-Looking Statements

1
AXIS Capital Holdings Limited

2
AXIS Finance

2
AXIS Finance PLC

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges and Preferred Dividends

3
Description of Our Share Capital

4
Description of Our Depositary Shares
16
Description of AXIS Capital Debt Securities
19
Description of Our Warrants
29
Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees
31
Description of AXIS Finance PLC Debt Securities and AXIS Capital Debt Guarantees
40
Description of Purchase Contracts and Purchase Units
51
Book-Entry Procedures and Settlement
52
Certain Tax Considerations
54
Certain ERISA Considerations
75
Plan of Distribution
77
Where You Can Find More Information
79
Legal Matters
81
Experts
81
Enforceability of Civil Liabilities Under U.S. Federal Securities Laws
81

We cannot guarantee that our application to list the notes on the Official List of the Irish Stock Exchange and admit the notes to
trading on the Global Exchange Market thereof will be approved as of the settlement date for the notes or at any time thereafter, and
settlement of the notes is not conditioned on obtaining such listing or admission to trading.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement may add, update or change
information contained or incorporated by reference in the accompanying prospectus. In addition, the information incorporated by
reference in the accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If
information in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information
incorporated therein by reference), this prospectus supplement will apply and will supersede such information in the accompanying
prospectus. It is important for you to read and consider all information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus in making your investment decision. You should also read and consider the additional
information under the caption "Where You Can Find More Information" in this prospectus supplement and the accompanying
prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
attached prospectus. No one has been authorized to provide you with different information. You should not assume that the
information contained in this prospectus supplement or the attached prospectus is accurate as of any date other than the date
on the front cover of the document. The notes are not being offered in any state or jurisdiction where the offer is not
permitted.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus contain forward-looking statements within the meaning of the U.S. federal securities
laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the
federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as "may,"
"should," "could," "anticipate," "estimate," "expect," "plan," "believe," "predict," "potential," "outlook," "seeks," "approximately"
and "intend." Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements
involve risks, uncertainties and assumptions. Actual events or results may differ materially from our expectations. Accordingly there
are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. We believe these factors include but are not limited to those described under the caption "Risk Factors."
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are
included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus.
Any forward-looking statements made by or on behalf of us in this prospectus supplement, the accompanying prospectus or in a
document incorporated by reference into this prospectus supplement and the accompanying prospectus speak only as of the date of this
prospectus supplement, the accompanying prospectus or such document incorporated by reference, as the case may be. We undertake
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or
otherwise.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained or incorporated by reference within this prospectus supplement and the
accompanying prospectus. While we have highlighted what we believe is the most important information about us and this
offering in this summary, you should read the entire prospectus supplement and the accompanying prospectus carefully,
including the "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" sections and AXIS
Capital's consolidated financial statements and the notes to those consolidated financial statements, in each case
incorporated by reference herein, before making an investment decision. In this prospectus supplement, references to "AXIS
Finance PLC," "we," "us" or "our" refer to AXIS Specialty Finance PLC, references to "AXIS U.S. Holdings" refer to AXIS
Specialty U.S. Holdings, Inc. and references to "AXIS Capital" refer to the consolidated operations of AXIS Capital Holdings
Limited and its direct and indirect subsidiaries and branches, unless the context suggests otherwise. References in this
prospectus supplement to "dollars" or "$" are to the lawful currency of the United States of America, unless the context
otherwise requires.
AXIS CAPITAL HOLDINGS LIMITED
AXIS Capital is the Bermuda-based holding company for the AXIS group of companies and was incorporated on
December 9, 2002. AXIS Specialty Limited ("AXIS Specialty Bermuda") commenced operations on November 20, 2001. AXIS
Specialty Bermuda and its subsidiaries became wholly owned subsidiaries of AXIS Capital pursuant to an exchange offer
consummated on December 31, 2002. AXIS Capital provides a broad range of specialty (re)insurance on a worldwide basis,
through operating subsidiaries and branch networks based in Bermuda, the United States, Europe, Singapore, Canada, Australia
and Latin America. AXIS Capital also maintains marketing offices in Brazil, France and Spain.
AXIS Capital's underwriting operations are organized around two global underwriting platforms, AXIS Insurance and AXIS
Reinsurance. Therefore AXIS Capital has determined that it has two reportable segments, insurance and reinsurance. AXIS
Capital does not allocate its assets by segment, with the exception of goodwill and intangible assets, as it evaluates the
underwriting results of each segment separately from the results of its investment portfolio.
AXIS Capital's insurance segment operates through offices in Bermuda, the United States, Canada, Europe, Australia and
Singapore and offers specialty insurance products to a variety of niche markets on a worldwide basis. The following are the lines
of business in AXIS Capital's insurance segment:

·
Property: provides physical loss or damage, business interruption and machinery breakdown coverage for virtually all

types of property, including commercial buildings, residential premises, construction projects and onshore energy
installations. This line of business consists of both primary and excess risks, some of which are catastrophe-exposed.

·
Marine: provides coverage for traditional marine classes, including offshore energy, cargo, liability, recreational
marine, fine art, specie, hull and war. Offshore energy coverage includes physical damage, business interruption,

operators extra expense and liability coverage for all aspects of offshore upstream energy, from exploration and
construction through the operation and distribution phases.

·
Terrorism: provides coverage for physical damage and business interruption of an insured following an act of

terrorism.

·
Aviation: provides hull and liability and specific war coverage primarily for passenger airlines but also for cargo

operations, general aviation operations, airports, aviation authorities, security firms and product manufacturers.

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·
Credit and political risk: provides credit and political risk insurance products for banks and corporations. Coverage
is provided for a range of risks including sovereign default, credit default, political violence, currency inconvertibility
and non-transfer, expropriation, aircraft non-repossession and contract frustration due to political events. The credit

insurance coverage is primarily for lenders seeking to mitigate the risk of non-payment from their borrowers in
emerging markets. For the credit insurance contracts, it is necessary for the buyer of the insurance (most often a bank)
to hold an insured asset (most often an underlying loan) in order to claim compensation under the insurance contract.

·
Professional lines: provides coverage for directors' and officers' liability, errors and omissions liability, employment
practices liability, fiduciary liability, crime, professional indemnity and other financial insurance related coverages for

commercial enterprises, financial institutions and not-for-profit organizations. This business is predominantly written
on a claims-made basis.

·
Liability: primarily targets primary and low/mid-level excess and umbrella commercial liability risks in the U.S.
excess and surplus lines markets. Target industry sectors include construction, manufacturing, transportation and

trucking and other services. AXIS Capital also targets middle to high excess liability business in the London and
Bermuda wholesale markets and primary and excess business in the Canadian marketplace.

·
Accident & health: includes accidental death, travel insurance and specialty health products for employer and affinity

groups, as well as accident & health reinsurance for catastrophic or per life events on a quota share and/or excess of
loss basis, with aggregate and/or per person deductibles.
AXIS Capital's reinsurance segment operates through offices in Bermuda, the United States, Switzerland, Singapore, Brazil
and Canada and provides non-life reinsurance to insurance companies on a worldwide basis. The following are AXIS Capital's
lines of business in its reinsurance segment:

·
Catastrophe: provides protection for most catastrophic losses that are covered in the underlying insurance policies
written by AXIS Capital's cedants. The exposure in the underlying policies is principally property exposure but also

covers other exposures including workers compensation and personal accident. The principal perils in this portfolio
are hurricane and windstorm, earthquake, flood, tornado, hail and fire. In some instances, terrorism may be a covered
peril or the only peril. AXIS Capital underwrites catastrophe reinsurance principally on an excess of loss basis.

·
Property: provides coverage for property damage and related losses resulting from natural and man-made perils
contained in underlying personal and commercial policies. While AXIS Capital's predominant exposure is to property
damage, other risks, including business interruption and other non-property losses, may also be covered when arising

from a covered peril. While AXIS Capital's most significant exposures typically relate to losses from windstorms,
tornadoes and earthquakes, it is exposed to other perils such as freezes, riots, floods, industrial explosions, fires, hail
and a number of other loss events. AXIS Capital assumes business on both a proportional and an excess of loss basis.

·
Professional Lines: covers directors' and officers' liability, employment practices liability, medical malpractice,
professional indemnity, environmental liability and miscellaneous errors and omissions insurance risks. The underlying

business is predominantly written on a claims-made basis. Business is written on both a proportional and excess of
loss basis.

·
Credit and Surety: consists of reinsurance of trade credit insurance products and includes both proportional and excess
of loss structures. The underlying insurance indemnifies sellers of goods and services in the event of a payment default

by the buyer of those goods and services. Also included in this line of business is coverage for losses arising from a
broad array of surety bonds issued by insurers to satisfy regulatory demands or contract obligations in a variety of
jurisdictions around the world. Bonding is also known as surety insurance.

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·
Motor: provides coverage to cedants for motor liability and property damage losses arising out of any one occurrence.

The occurrence can involve one or many claimants where the ceding insurer aggregates the claims from the occurrence.

·
Liability: provides coverage to insurers of standard casualty business, excess and surplus casualty business and

specialty casualty programs. The primary focus of the underlying business is general liability, although workers
compensation and auto liability are also written.

·
Engineering: provides coverage for all types of construction risks and risks associated with erection, testing and
commissioning of machinery and plants during the construction stage. This line of business also includes coverage for

losses arising from operational failures of machinery, plant and equipment and electronic equipment as well as
business interruption.

·
Agriculture: provides coverage for risks associated with the production of food and fiber on a global basis for primary
insurance companies writing multi-peril crop insurance, crop hail, and named peril covers, as well as custom risk

transfer mechanisms for agricultural dependent industries with exposures to crop yield and/or price deviations. AXIS
Capital provides both proportional and aggregate stop loss reinsurance.

·
Other: includes aviation, marine, and personal accident reinsurance.
Our Business Strategy
AXIS Capital is a global insurer and reinsurer, with its mission being to provide its clients and distribution partners with a
broad range of risk transfer products and services and meaningful capacity, backed by excellent financial strength. AXIS Capital
manages its portfolio holistically, aiming to construct the optimum consolidated portfolio of funded and unfunded risks, consistent
with its risk appetite and the development of its franchise. AXIS Capital nurtures an ethical, entrepreneurial and disciplined
culture that promotes outstanding client service, intelligent risk taking and the achievement of superior risk-adjusted returns for its
shareholders. AXIS Capital believes that the achievement of its objectives will position it as a leading global, diversified
specialty insurance and reinsurance company, as measured by quality, sustainability and profitability.
AXIS Capital aims to execute on the following six-point strategy:
AXIS Capital offers a diversified range of products and services across market segments and geographies: AXIS
Capital's position as a well-balanced hybrid insurance and reinsurance company gives it insight into the opportunities and
challenges in a variety of markets. With its origins in Bermuda, today AXIS Capital has locations across the U.S. and in Canada,
while in Europe it has offices in Dublin, London, Zurich, Barcelona, Madrid and Paris. AXIS Capital is addressing opportunities
throughout Latin America and has a reinsurance office in Sao Paulo. AXIS Capital also operates a number of offices in Australia
and its Singapore branch serves as its gateway to Asia.
AXIS Capital underwrites a balanced portfolio of risks, including complex and volatile lines, moderating overall
volatility with risk limits, diversification and risk management: Risk management is a strategic priority embedded in AXIS
Capital's organizational structure and it is continuously monitoring, reviewing and refining its enterprise risk management
practices. AXIS Capital combines judgment and experience with data-driven analysis, enhancing its overall risk selection
process.
AXIS Capital modulates its risk appetite and deployment of capital across the underwriting cycle, commensurate with
available market opportunities and returns: Closely attuned to market dynamics, AXIS Capital recognizes opportunities as they
develop and reacts quickly as new trends emerge. AXIS Capital's risk

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analytics provide important and continuous feedback, further assisting with the ongoing assessment of its risk appetite and
strategic capital deployment. AXIS Capital has excelled in extending our product lines, finding new distribution channels and
entering new geographies. When AXIS Capital does not find sufficiently attractive uses for its capital, AXIS Capital returns
excess capital back to its shareholders through share repurchases or dividends.
AXIS Capital develops and maintains deep and trustful relationships with clients and distribution partners, offering
outstanding service and effective solutions for risk management needs: AXIS Capital's management team has extensive
industry experience, deep product knowledge and long-standing market relationships. AXIS Capital primarily transacts in
specialty markets, where risks are complex. Its intellectual capital and proven client-service capability attract clients and
distribution partners looking for solutions.
AXIS Capital maintains excellent financial strength, characterized by financial discipline and transparency: AXIS
Capital's total capital of $6.8 billion at December 31, 2013, its high-quality and liquid investment portfolio and its operating
subsidiary ratings of "A+" ("Strong") by Standard & Poor's and "A+" ("Superior") by A.M. Best are key indicators of its
financial strength. The foregoing ratings are not ratings of the notes or any of AXIS Capital's securities.
AXIS Capital attracts, develops, retains and motivates an excellent team: AXIS Capital aims to attract and retain the best
people in the industry and to motivate its employees to make decisions that are in the best interest of both its customers and
shareholders. AXIS Capital nurtures an ethical, risk-aware, achievement-oriented culture that promotes professionalism,
responsibility, integrity, discipline and entrepreneurialism. As a result, AXIS Capital believes that its staff is well-positioned to
make the best underwriting and strategic decisions for AXIS Capital.
AXIS Capital's principal executive offices are located at 92 Pitts Bay Road, Pembroke HM 08, Bermuda, and its telephone
number is (441) 496-2600.
AXIS SPECIALTY FINANCE PLC
AXIS Finance PLC was incorporated and registered in England and Wales on January 3, 2014 as a public company limited
by shares and is a direct wholly owned subsidiary of AXIS Specialty Holdings Bermuda Limited and an indirect 100% owned
subsidiary of AXIS Capital. AXIS Finance PLC is a finance subsidiary without other material business activities. The principal
executive office of AXIS Finance PLC is 4th Floor, Plantation Place South, 60 Great Tower Street, London, England EC3R 5AZ
and its telephone number is 44 207 877 3800.

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The Offering
The summary below describes the principal terms of the notes. Some of the terms and conditions described below are
subject to important limitations and exceptions. For a more complete understanding of this offering and the terms of the
notes, we encourage you to read this entire prospectus supplement, including the information under the caption "Description
of the Notes and the Guarantees," and the accompanying prospectus, including the information under the caption
"Description of AXIS Finance PLC Debt Securities and AXIS Capital Debt Guarantees," and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.

Issuer
AXIS Specialty Finance PLC.

Guarantor
AXIS Capital Holdings Limited.

Notes Offered
$250,000,000 aggregate principal amount of 2.650% senior notes due 2019.

$250,000,000 aggregate principal amount of 5.150% senior notes due 2045.

Guarantees
Fully and unconditionally guaranteed by AXIS Capital Holdings Limited.

Maturity Date
The 2019 notes will mature on April 1, 2019.

The 2045 notes will mature on April 1, 2045.

Interest Rate and Payment Dates
The 2019 notes will bear interest at a per annum rate of 2.650%, payable
semi-annually in arrears on April 1 and October 1 of each year, commencing
October 1, 2014.

The 2045 notes will bear interest at a per annum rate of 5.150%, payable

semi-annually in arrears on April 1 and October 1 of each year, commencing
October 1, 2014.

Ranking
The notes:

· are unsecured senior obligations of AXIS Finance PLC;

· rank equally with future unsecured and senior debt of AXIS Finance PLC;

and

· are effectively junior to any future secured indebtedness of AXIS Finance

PLC.

The guarantee of each series of notes:

· is an unsecured senior obligation of AXIS Capital Holdings Limited;

· ranks equally with all outstanding and future unsecured and senior debt of

AXIS Capital Holdings Limited;

· is effectively junior to any future secured indebtedness of AXIS Capital

Holdings Limited; and

· is effectively junior to any existing and future liabilities of AXIS Capital

Holdings Limited's subsidiaries (other than AXIS Finance PLC).

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