Obbligazione Allied Global Assurance Holdings 7.5% ( US01959EAA64 ) in USD

Allied Global Assurance Holdings

100 USD ⇌

Svizzera

US01959EAA64 ( in USD )

7.5% per anno ( pagato 2 volte l'anno)

01/08/2016 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Allied World Assurance Co Holdings US01959EAA64 in USD 7.5%, scaduta

2 000 USD

500 000 000 USD

01959EAA6

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Allied World Assurance Company Holdings era una società di assicurazioni e riassicurazioni globali, acquisita da Fairfax Financial Holdings nel 2017.

The Obbligazione issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAA64, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/08/2016

The Obbligazione issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAA64, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAA64, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B1
424B1 1 e22718b1e424b1.htm FORM 424B1
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (1 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-135464
$500,000,000

Allied World Assurance Company Holdings, Ltd
7.50% Senior Notes due 2016

Allied World Assurance Company Holdings, Ltd is offering $500,000,000 aggregate principal amount of 7.50% senior notes due
August 1, 2016 (the "notes").
We will pay interest on the notes semi-annually in arrears on February 1 and August 1 of each year. The first such payment will be
made on February 1, 2007. The notes will be issued only in denominations of $1,000 and integral multiples of $1,000. We may redeem the
notes at any time, in whole or in part, at a "make-whole" redemption price as described in this prospectus.
The notes will be our unsecured and unsubordinated obligations and will rank equal in right of payment with all our other
unsubordinated indebtedness. The notes will be effectively subordinated in right of payment to all of our secured indebtedness to the extent
of the collateral securing such indebtedness. We currently conduct substantially all of our operations through our subsidiaries and our
subsidiaries generate substantially all of our operating income and cash flow. The notes will not be guaranteed by any of our subsidiaries
and will be effectively subordinated to all existing and future obligations (including to policyholders, trade creditors, debt holders and taxing
authorities) of our subsidiaries.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
See "Risk Factors" beginning on page 14 to read about factors you should consider before buying the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Note

Total

Initial public offering price

99.707%
$
498,535,000
Underwriting discount

0.650%

$
3,250,000
Proceeds, before expenses, to the company

99.057%
$
495,285,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from July 26,
2006 and must be paid by the purchasers if the notes are delivered after July 26, 2006.

The underwriters expect to deliver the notes in book entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on or about July 26, 2006.
Goldman, Sachs & Co.
Banc of America Securities LLC
Wachovia Securities
Barclays Capital

Prospectus dated July 21, 2006.
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (2 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents
CONSENT UNDER THE BERMUDA EXCHANGE CONTROL ACT 1972 (AND ITS RELATED REGULATIONS) HAS BEEN
OBTAINED FROM THE BERMUDA MONETARY AUTHORITY FOR THE ISSUE AND TRANSFER OF OUR NOTES TO AND BETWEEN
NON-RESIDENTS OF BERMUDA FOR EXCHANGE CONTROL PURPOSES. THIS PROSPECTUS WILL BE FILED WITH THE
REGISTRAR OF COMPANIES IN BERMUDA IN ACCORDANCE WITH BERMUDA LAW. IN GRANTING SUCH CONSENT AND IN
ACCEPTING THIS PROSPECTUS FOR FILING, NEITHER THE BERMUDA MONETARY AUTHORITY NOR THE REGISTRAR OF
COMPANIES IN BERMUDA ACCEPTS ANY RESPONSIBILITY FOR OUR FINANCIAL SOUNDNESS OR THE CORRECTNESS OF
ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS PROSPECTUS.
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (3 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information described more fully elsewhere in this prospectus. This summary may not contain all
the information that is important to you. You should read the entire prospectus, including "Risk Factors," "Cautionary Statement
Regarding Forward-Looking Statements" and our consolidated financial statements and related notes before making an investment
decision with respect to our notes. References in this prospectus to the terms "we," "us," "our company," "the company" or other similar
terms mean the consolidated operations of Allied World Assurance Company Holdings, Ltd and its subsidiaries. Allied World Assurance
Company Holdings, Ltd operates through subsidiaries in Bermuda, the United States, Ireland and through a branch office in the United
Kingdom. References in this prospectus to "$" are to the lawful currency of the United States. The consolidated financial statements and
related notes included in this prospectus have been prepared in accordance with accounting principles generally accepted in the United
States. For your convenience, we have provided a glossary, beginning on page G-1, of selected insurance and other terms.
Our Company
Overview
We are a Bermuda-based specialty insurance and reinsurance company that underwrites a diversified portfolio of property and
casualty insurance and reinsurance lines of business. We write direct property and casualty insurance as well as reinsurance through
our operations in Bermuda, the United States, Ireland and the United Kingdom. For the year ended December 31, 2005, direct property
insurance, direct casualty insurance and reinsurance accounted for approximately 26.5%, 40.6% and 32.9%, respectively, of our total
gross premiums written of $1,560 million. For the three months ended March 31, 2006, direct property insurance, direct casualty
insurance and reinsurance accounted for approximately 24.1%, 26.2% and 49.7%, respectively, of our total gross premiums written of
$498 million. On a written basis, our business mix is more heavily weighted to reinsurance during the first three months of the year due
to the large number of reinsurance accounts with effective dates in January.
Since our formation in November 2001, we have focused on the direct insurance markets. Direct insurance is insurance sold by an
insurer that contracts directly with an insured, as distinguished from reinsurance, which is insurance sold by an insurer that contracts
with another insurer. We offer our clients and producers significant capacity in both the direct property and casualty insurance markets.
We believe that our focus on direct insurance and our experienced team of skilled underwriters allow us to have greater control over the
risks that we assume and the volatility of our losses incurred and, as a result, ultimately our profitability. Our total gross premiums
written for the year ended December 31, 2005 were $1,560 million. Our total net loss for the year ended December 31, 2005 was
approximately $160 million, of which approximately $456 million in property losses related to Hurricanes Katrina, Rita and Wilma. Our
total gross premiums written for the three months ended March 31, 2006 were approximately $498 million, and our total net income for
the three months ended March 31, 2006 was approximately $98 million. We currently have approximately 238 full-time employees
worldwide.
We believe our financial strength represents a significant competitive advantage in attracting and retaining clients in current and
future underwriting cycles. Our principal insurance subsidiary, Allied World Assurance Company, Ltd, and our other insurance
subsidiaries currently have an "A" (Excellent; 3rd of 16 categories) financial strength rating from A.M. Best and an "A-" (Strong; 7th of 21
categories) financial strength rating from S&P. Our insurance subsidiaries Allied World Assurance Company, Ltd, Allied World
Assurance Company (U.S.) Inc. and Newmarket Underwriters Insurance Company currently have an "A2" (Good; 6th of 21 categories)
financial strength rating from Moody's. As of December 31, 2005, we had $6,610 million of total assets and $1,420 million of
shareholders'
1
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (4 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents
equity. As of March 31, 2006, we had $6,642 million of total assets and $1,479 million of shareholders' equity. We are not currently
encumbered by asbestos, environmental or any other similar exposures.
Our Business Segments
We have three business segments: property insurance, casualty insurance and reinsurance. These segments and their respective
lines of business may, at times, be subject to different underwriting cycles. We modify our product strategy as market conditions
change and new opportunities emerge by developing new products, targeting new industry classes or de-emphasizing existing lines.
Our diverse underwriting skills and flexibility allow us to concentrate on the business lines where we expect to generate the greatest
returns.

· Property Segment. Our property segment includes the insurance of physical property and business interruption coverage for commercial
property and energy-related risks. We write solely commercial coverages. This type of coverage is usually not written in one contract; rather,
the total amount of protection is split into layers and separate contracts are written with separate consecutive limits that aggregate to the total
amount of coverage required by the insured. We focus on the insurance of primary risk layers, where we believe we have a competitive
advantage. This means that we are typically part of the first group of insurers that cover a loss up to a specified limit. Our current average net
risk exposure (net of reinsurance) is approximately $3 to $7 million per individual risk. The property segment generated approximately
$413 million of gross premiums written in 2005, representing 26.5% of our total gross premiums written and 39.5% of our total direct
insurance gross premiums written. For the same period, the property segment had approximately $238 million of net losses related to
Hurricanes Katrina, Rita and Wilma, which contributed to an underwriting loss of approximately $209 million. The property segment
generated approximately $120 million of gross premiums written in the three months ended March 31, 2006, representing 24.1% of our total
gross premiums written and 47.9% of our total direct insurance gross premiums written. For the same period, the property segment generated
approximately $12 million of underwriting income.

· Casualty Segment. Our direct casualty underwriters provide a variety of specialty insurance casualty products to large and complex
organizations around the world. Our casualty segment specializes in insurance products providing coverage for general and product liability,
professional liability and healthcare liability risks. We focus primarily on insurance of excess layers, which means we are insuring the second
and/or subsequent layers of a policy above the primary layer. We limit our maximum net casualty exposure (net of reinsurance) to
approximately $25 to $29 million per individual risk. This segment generated approximately $633 million of gross premiums written in 2005,
representing 40.6% of our total gross premiums written and 60.5% of our total direct insurance gross premiums written. For the same period,
the casualty segment generated approximately $73 million in underwriting income. The casualty segment generated approximately
$131 million of gross premiums written in the three months ended March 31, 2006, representing 26.2% of our total gross premiums written
and 52.1% of our total direct insurance gross premiums written. For the same period, the casualty segment generated approximately
$15 million of underwriting income.

· Reinsurance Segment. Our reinsurance segment includes the reinsurance of property, general casualty, professional lines, specialty lines and
catastrophe coverages written by other insurance companies. We believe we have developed a reputation for skilled underwriting in several
niche reinsurance markets including professional lines, specialty casualty, property for U.S. regional insurers, and accident and health. We
presently write reinsurance on both a treaty and a facultative basis. The reinsurance segment generated approximately $514 million of gross
premiums written in 2005, representing 32.9% of our
2
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (5 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents

total gross premiums written. For the same period, the reinsurance segment had approximately $218 million of net losses related to
Hurricanes Katrina, Rita and Wilma, which contributed to an underwriting loss of approximately $174 million. Of our total reinsurance
premiums written, approximately $364 million, representing 70.8%, were related to specialty and casualty lines, and approximately
$150 million, representing 29.2%, were related to property lines. The reinsurance segment generated approximately $248 million of gross
premiums written in the three months ended March 31, 2006, representing 49.7% of our total gross premiums written. For the same period,
the reinsurance segment generated approximately $19 million of underwriting income. On a written basis, our business mix is more heavily
weighted to reinsurance during the first three months of the year due to the large number of reinsurance accounts with effective dates in
January. Of our total reinsurance premiums written in the three months ended March 31, 2006, approximately $189 million, representing
76.4%, were related to specialty and casualty lines, and approximately $59 million, representing 23.6%, were related to property lines.
Our Operations
We operate in three geographic markets: Bermuda, Europe and the United States.
Our Bermuda insurance operations focus primarily on underwriting risks for U.S. domiciled Fortune 1000 clients and other large
clients with complex insurance needs. Our Bermuda reinsurance operations focus on underwriting treaty and facultative risks principally
located in the United States, with additional exposures internationally. Our Bermuda office has ultimate responsibility for establishing
our underwriting guidelines and operating procedures, although we provide our underwriters outside of Bermuda with significant local
autonomy.
Our European operations focus predominantly on direct property and casualty insurance for large European and international
accounts. These operations are becoming an increasingly important part of our growth strategy. We expect to capitalize on
opportunities in European countries where terms and conditions are attractive, and where we can develop a strong local underwriting
presence.
Our U.S. operations focus on the middle-market and non-Fortune 1000 companies. We generally operate in the excess and
surplus lines segment of the U.S. market. By having offices in the United States, we believe we are better able to target producers and
clients that would typically not access the Bermuda insurance market due to their smaller size or particular insurance needs. Our U.
S. distribution platform concentrates primarily on direct casualty and property insurance, with a particular emphasis on professional
liability, excess casualty risks and commercial property insurance.
On January 9, 2006, A.M. Best announced that it had downgraded our insurance subsidiaries to "A" (Excellent) from "A
+" (Superior) and that these ratings were under review with negative implications pending the successful completion of our capital
raising plan. See "Risk Factors -- Risks Related to Our Company" for a further description of this downgrade.
History
We were formed in November 2001 by a group of investors (whom we refer to in this prospectus as our principal shareholders)
including AIG, The Chubb Corporation (whom we refer to in this prospectus as Chubb), certain affiliates of The Goldman Sachs Group,
Inc. (whom we collectively refer to in this prospectus as the Goldman Sachs Funds) and Securitas Allied Holdings, Ltd. (whom we refer
to in this prospectus as the Securitas Capital Fund), an affiliate of Swiss Reinsurance Company (whom we refer to in this prospectus as
Swiss Re), to respond to a global reduction in insurance industry capital and a disruption in available insurance and reinsurance
coverage. A number of other insurance and reinsurance companies were also formed in 2001 and shortly thereafter, primarily in
Bermuda, in response to these conditions. These conditions created a
3
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (6 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents
disparity between coverage sought by insureds and the coverage offered by direct insurers. Our original business model focused on
primary property layers and low excess casualty layers, the same risks on which we currently focus.
Recent Industry Trends
On August 29, 2005, Hurricane Katrina struck Louisiana, Mississippi, Alabama and surrounding areas, creating industry-wide
losses incurred estimated between $40 billion and $60 billion. Hurricane Katrina is widely expected to be the costliest natural disaster in
the history of the insurance industry. On September 24, 2005, Hurricane Rita struck Texas and Louisiana. During the latter part of
October 2005, Hurricane Wilma hit Florida and the Yucatan Peninsula of Mexico. Total industry losses incurred from Hurricanes Rita
and Wilma are estimated to be approximately $12 billion to $19 billion. As a result of the recent hurricanes, premium levels for various
catastrophe-exposed insurance risks have increased significantly beginning in 2006 with improved policy terms and conditions in
certain instances.
Competitive Strengths
We believe our competitive strengths have enabled us, and will continue to enable us, to capitalize on market opportunities. These
strengths include the following:

· Strong Underwriting Expertise Across Multiple Business Lines and Geographies. We have strong underwriting franchises offering
specialty coverages in both the direct property and casualty markets as well as the reinsurance market. Our underwriting strengths allow us to
assess and price complex risks and direct our efforts to the risk layers within each account that provide the highest potential return for the risk
assumed. We are able to opportunistically grow our business in those segments of the market that are producing the most attractive returns
and do not rely on any one segment for a disproportionately large portion of our business.

· Established Direct Casualty Business. We have developed substantial underwriting expertise in multiple specialty casualty niches, including
excess casualty, professional lines and healthcare liability. We believe that our underwriting expertise, established presence on existing
insurance programs and ability to write substantial participations give us a significant advantage over our competition in the casualty
marketplace.

· Leading Direct Property Insurer in Bermuda. We believe we have developed one of the largest direct property insurance businesses in
Bermuda as measured by gross premiums written. We continue to diversify our property book of business, serving clients in various
industries, including retail chains, real estate, light manufacturing, communications and hotels. We also insure energy-related risks.

· Strong Franchise in Niche Reinsurance Markets. We have established a reputation for skilled underwriting in various niche reinsurance
markets in the United States and Bermuda, including specialty casualty for small to middle-market commercial risks; liability for directors,
officers and professionals; commercial property risks in regional markets; and the excess and surplus lines market for manufacturing, energy
and construction risks. In particular, we have developed a niche capability in providing reinsurance capacity to regional specialty carriers.

· Financial Strength. As of December 31, 2005, we had shareholders' equity of $1,420 million, total assets of $6,610 million and an
investment portfolio with a fair market value of $4,687 million, consisting primarily of fixed-income securities with an average rating of AA
by Standard & Poor's and Aa2 by Moody's. As of March 31, 2006, we had shareholders' equity of $1,479 million, total assets of
$6,642 million and an investment portfolio with a fair market value of $4,796 million, consisting primarily of fixed-income securities with an
average rating of AA by Standard & Poor's and Aa2 by Moody's. Our insurance subsidiaries currently have
4
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (7 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents

an "A" (Excellent) financial strength rating from A.M. Best and an "A-" (Strong) financial strength rating from S&P. Moody's has assigned
an "A2" (Good) financial strength rating to certain of our insurance subsidiaries.

· Low-Cost Operating Model. We believe that our operating platform is one of the most efficient among our competitors due to our
significantly lower expense ratio as compared to most of our peers. For the year ended December 31, 2005, our expense ratio was 18.7%,
compared to an average of 23.8% for U.S. publicly-traded, Bermuda-based insurers and reinsurers. For the three months ended March 31,
2006, our expense ratio was 18.4%, compared to an average of 27.4% for U.S. publicly-traded, Bermuda-based insurers and reinsurers.

· Experienced Management Team. The seven members of our executive management team have an average of approximately 24 years of
insurance industry experience. Most members of our management team are former executives of subsidiaries of AIG, one of our principal
shareholders.
Business Strategy
Our business objective is to generate attractive returns on our equity and book value per share growth for our shareholders by
being a leader in direct property and casualty insurance and reinsurance. We intend to achieve this objective through internal growth
and our capital raising plan, including the execution of our recently completed initial public offering of common shares, this offering and
other opportunistic capital raising events, and by executing the following strategies:

· Leverage Our Diversified Underwriting Franchises. Our business is diversified by both product line and geography. Our underwriting skills
across multiple lines and multiple geographies allow us to remain flexible and opportunistic in our business selection in the face of fluctuating
market conditions.

· Expand Our Distribution and Our Access to Markets in the United States. We have made substantial investments to expand our U.
S. business and expect this business to grow in size and importance in the coming years. We employ a regional distribution strategy in the
United States predominantly focused on underwriting direct casualty and property insurance for middle-market and non-Fortune 1000 client
accounts. Through our U.S. excess and surplus lines capability, we believe we have a strong presence in specialty casualty lines and maintain
an attractive base of U.S. middle-market clients, especially in the professional liability market.

· Grow Our European Business. We intend to grow our European business, with particular emphasis on the United Kingdom and Western
Europe, where we believe the insurance and reinsurance markets are developed and stable. Our European strategy is predominantly focused
on direct property and casualty insurance for large European and international accounts. The European operations provide us with
diversification and the ability to spread our underwriting risks.

· Continue Disciplined, Targeted Underwriting of Property Risks. We expect to profit from the increase in property rates for various
catastrophe-exposed insurance risks following the 2005 hurricane season. Given our extensive underwriting expertise and strong market
presence, we believe we choose the markets and layers that generate the largest potential for profit for the amount of risk assumed.

· Further Reduce Earnings Volatility by Actively Monitoring Our Catastrophe Exposure. We have historically managed our property
catastrophe exposure by closely monitoring our policy limits in addition to utilizing complex risk models. We believe our catastrophe losses
from the devastating hurricane season of 2005 were among the lowest as a percentage of June 30, 2005 book value among all major U.
S. listed insurance and reinsurance companies
5
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (8 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents

that commenced operations in Bermuda in 2001 or shortly thereafter. Following Hurricanes Katrina, Rita and Wilma, we have further
enhanced our catastrophe management approach. In addition to our continued focus on aggregate limits and modeled probable maximum
loss, we have introduced a strategy based on gross exposed policy limits in critical earthquake and hurricane zones.

· Expand Our Casualty Business with a Continued Focus on Specialty Lines. We believe we have established a leading excess casualty
business. We will continue to target the risk needs of Fortune 1000 companies through our operations in Bermuda, large international
accounts through our operations in Europe and middle-market and non-Fortune 1000 companies through our operations in the United States.
We believe our focus on specialty casualty lines makes us less dependent on the property underwriting cycle.

· Continue to Opportunistically Underwrite Diversified Reinsurance Risks. As part of our reinsurance segment, we target certain niche
reinsurance markets because we believe we understand the risks and opportunities in these markets. We will continue to seek to selectively
deploy our capital in reinsurance lines where we believe there are profitable opportunities. In order to diversify our portfolio and complement
our direct insurance business, we target the overall contribution from reinsurance to approximately 30% to 35% of our total annual gross
premiums written.
There are many potential obstacles to the implementation of our proposed business strategies, including a potential failure to
successfully implement our capital raising plan (which plan includes this offering) to support our business plans, to successfully
transition away from AIG and develop our own independent support systems and U.S. distribution platforms and risks related to
operating as an insurance and reinsurance company, as further described below.
Risk Factors
The competitive strengths that we maintain, the implementation of our business strategy and our future results of operations and
financial condition are subject to a number of risks and uncertainties. The factors that could adversely affect our actual results and
performance, as well as the successful implementation of our business strategy, are discussed under "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" and include, but are not limited to, the following:

· Changes in Our Ultimate Liability Due to Recent Weather-Related Losses. Our actual losses from Hurricanes Katrina, Rita and Wilma may
vary materially from our estimated losses in which case our financial results could be materially adversely affected.

· Inability to Obtain or Maintain Our Financial Strength Ratings. If the rating of any of our insurance subsidiaries is revised downward or
revoked, our competitive position in the insurance and reinsurance industry may suffer, and it may be more difficult for us to market our
products which could result in a significant reduction in the number of contracts we write and in a substantial loss of business.

· Adequacy of Our Loss Reserves and the Need to Adjust such Reserves as Claims Develop Over Time. To the extent that actual losses or loss
expenses exceed our expectations and reserves, we will be required to increase our reserves to reflect our changed expectations which could
cause a material increase in our liabilities and a reduction in our profitability, including operating losses and a reduction of capital.

· Impact of Litigation and Investigations of Governmental Agencies on the Insurance Industry and on Us. Attorneys general from multiple
states have been investigating market practices of the insurance industry. Policyholders have filed numerous class action suits alleging that
certain insurance brokerage and placement practices violated, among other
6
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (9 of 282)8/4/2006 6:02:38 AM

424B1
Table of Contents

things, federal antitrust laws. We have been named in one class action suit and are subject to a pending investigation by the Texas Attorney
General's Office, as described in "Business -- Legal Proceedings." The effects of investigations by any attorney general's office into market
practices, in particular insurance brokerage practices, of the insurance industry in general or us specifically, together with the class action
litigations and any other legal or regulatory proceedings, related settlements and industry reform or other changes arising therefrom, may
materially adversely affect our results of operations, financial condition and financial strength ratings.

· Unanticipated Claims and Loss Activity. There may be greater frequency or severity of claims and loss activity, including as a result of
natural or man-made catastrophic events, than our underwriting, reserving or investment practices have anticipated. As a result, it is possible
that our unearned premium and loss reserves for such catastrophes will be inadequate to cover the losses.

· Impact of Acts of Terrorism, Political Unrest and Acts of War. It is impossible to predict the timing or severity of acts of terrorism and
political instability with statistical certainty or to estimate the amount of loss that any given occurrence will generate. To the extent we suffer
losses from these risks, such losses could be significant.

· Effectiveness of Our Loss Limitation Methods. We cannot be certain that any of the loss limitation methods we employ will be effective.
The failure of any of these loss limitation methods could have a material adverse effect on our financial condition or results of operations.

· Changes in the Availability or Creditworthiness of Our Brokers or Reinsurers. Loss of all or a substantial portion of the business provided
by any one of the brokers upon which we rely could have a material adverse effect on our financial condition and results of operations. We
also assume a degree of credit risk associated with our brokers in connection with the payment of claims and the receipt of premiums.

· Changes in the Availability, Cost or Quality of Reinsurance Coverage. We may be unable to purchase reinsurance for our own account on
commercially acceptable terms or to collect under any reinsurance we have purchased.

· Loss of Key Personnel. Our business could be adversely affected if we lose any member of our management team or are unable to attract and
retain our personnel.

· Decreased Demand for Our Products and Increased Competition. Decreased level of demand for direct property and casualty insurance or
reinsurance or increased competition due to an increase in capacity of property and casualty insurers or reinsurers could adversely affect our
financial results.

· Changes in the Competitive Landscape. The effects of competitors' pricing policies and of changes in the laws and regulations on
competition, including industry consolidation and development of competing financial products, could negatively impact our business.
Recent Developments
We experienced approximately 12% growth in gross premiums written for the two months ended May 31, 2006 compared to the
same period in 2005. We expanded our U.S. property distribution platform during 2005 and our offices were fully operational during
2006. In addition, property rates continued to increase on certain catastrophe-exposed North American business and rates on other
business lines remain attractive. The vast majority of our expenses consist of estimates of losses and loss expenses that require
extensive actuarial analyses, which we perform at the end of each quarter.
7
http://www.sec.gov/Archives/edgar/data/1163348/000095012306009379/e22718b1e424b1.htm (10 of 282)8/4/2006 6:02:38 AM

Document Outline

sec.gov
- #1">424B1