##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number: 0-27662
  IPC Holdings, Ltd.
  (Exact name of registrant as
    specified in its charter)
  Bermuda

Not Applicable(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   American
    International Building, 29 Richmond Road, Pembroke, HM 08,
    Bermuda (Address
    of principal executive offices)
  (441) 298-5100 (Registrants
    telephone number,
    including area code)
  Securities registered pursuant to Section 12(b) of the
    Act: None
    Securities registered pursuant to Section 12(g) of the Act:
    Common Shares, par value $0.01 per share
    Series A Mandatory Convertible Preferred Shares, par value
    $0.01 per share
  o
  o
  o
  Regulation S-K Form 10-K Form 10-K.
  Rule 12b-2
  o o
  Rule 12b-2 o




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##### Table of Contents



DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K. Form 10-K.
  Form 10-K. Form 10-K.
 1




---



##### 



IPC
    HOLDINGS, LTD.
  TABLE OF
    CONTENTS
  
  PageItem



NumberPART I1.


Business


31A.


Risk Factors


271B.


Unresolved Staff
    Comments


352.


Properties


353.


Legal
    Proceedings


354.


Submission of
    Matters to a Vote of Security Holders


36 





 PART II5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


376.


Selected Financial
    Data


387.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


397A.


Quantitative and
    Qualitative Disclosures about Market Risk


398.


Financial
    Statements and Supplementary Data


399.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


399A.


Controls and
    Procedures


409B.


Other
    Information


42 





 PART III10.


Directors and
    Executive Officers of the Registrant


4211.


Executive
    Compensation


4212.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


4213.


Certain
    Relationships and Related Transactions


4214.


Principal
    Accountant Fees and Services


42 





 PART IV15.


Exhibits and
    Financial Statement Schedules


43EX-11.1: STATEMENT RE COMPUTATION OF PER SHARE EARNINGSEX-12.1: STATEMENT OF COMPUTATION OF RATIOS OF EARINGS TO FIXED CHARGESEX-13.1: PORTIONS OF THE ANNUAL REPORTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF KPMGEX-31.1: CERTIFICATIONSEX-31.2: CERTIFICATIONSEX-32.1: CERTIFICATIONSEX-32.2: CERTIFICATION   2




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##### Table of Contents



PART I  Special
    Note Regarding Forward-Looking Information
  and/or and/or and/or
    Item 1.
    Business  General
    Development of the Business
  Overview. property-per-risk non-U.S. clients
 3




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##### Table of Contents



Form 8-A,
          S-3 20-day
 4




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##### Table of Contents



Internet Address: www.ipcre.bm www.ipcre.bm/financials/quarterly-index.html. Form 10-K, Form 10-Q Form 8-K
  Recent
    Industry and Legislative Developments
       5




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Business
    Strategy
   6




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##### Table of Contents



Disciplined Risk Management.
  Capital-Based Exposure Limits.
  Client Selection and Profile.
  Capital Management and Shareholder Returns.
  Disciplined Investment Management.
  Business
  General. property-per-risk
 7




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##### Table of Contents



Excess of Loss Reinsurance Contracts.
      Year Ended
    December 31,2005


2004


2003Percentage





Percentage





Percentageof





of





ofType of Reinsurance

Premiums


Premiums


Premiums


Premiums


Premiums


PremiumsAssumed

Written


Written


Written


Written


Written


Written(In thousands)





(In thousands)





(In thousands)Catastrophe excess of loss

$
285,264



83.1
%

$
291,087



84.2
%

$
264,894



84.0
%Risk excess of loss


10,040



2.9
%


9,851



2.8
%


8,749



2.8
%Retrocessional reinsurance


26,458



7.7
%


20,552



5.9
%


17,697



5.6
%Aviation


9,618



2.8
%


15,099



4.4
%


12,066



3.8
%Other


11,858



3.5
%


9,313



2.7
%


12,122



3.8
%Total

$
343,238



100.0
%

$
345,902



100.0
%

$
315,528



100.0
%  8




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##### Table of Contents



Form 10-K.
  Catastrophe Excess of Loss
    Reinsurance.
  Risk Excess of Loss Reinsurance. loss-per-event
  Retrocessional Reinsurance.
  Aviation Reinsurance.
  Other Lines of Business.
  Policy Features.
  Underwriting Services.
  Geographic
    Diversification
   9




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##### Table of Contents



Year Ended
    December 31,2005


2004


2003Percentage





Percentage





Percentageof





of





ofGeographic

Premiums


Premiums


Premiums


Premiums


Premiums


PremiumsArea(1)

Written


Written


Written


Written


Written


Written(In thousands)





(In thousands)





(In thousands)United States

$
136,331



39.7
%

$
130,327



37.7
%

$
134,128



42.5
%Worldwide(2)


66,260



19.3
%


56,115



16.2
%


50,550



16.0
%Worldwide (excluding the U.S.)(3)


5,419



1.6
%


7,082



2.1
%


15,416



4.9
%Europe


94,183



27.4
%


108,377



31.3
%


86,693



27.5
%Japan


24,395



7.1
%


20,439



5.9
%


15,595



4.9
%Australia and New Zealand


14,647



4.3
%


20,418



5.9
%


9,946



3.2
%Other


2,003



0.6
%


3,144



0.9
%


3,200



1.0
%Total

$
343,238



100.0
%

$
345,902



100.0
%

$
315,528



100.0
%     Notes:  (1)
    
    Except as otherwise noted, each of these categories includes
    contracts that cover risks primarily located in the designated
    geographic area.(2)
    
    Includes contracts that cover risks primarily in two or more
    geographic zones, including the United States.(3)
    
    Includes contracts that cover risks primarily in two or more
    geographic zones, excluding the United States. 10




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##### Table of Contents



Aggregate Limit of Liability at
    January 1,Geographic Area

2006


2005


2004(In thousands)


(In thousands)


(In thousands)United StatesNew England

$
1,062,731


$
1,087,617


$
977,208Atlantic


1,084,192



1,098,190



1,034,551Gulf


1,040,028



1,053,427



978,042North Central


1,050,960



1,075,801



980,491Mid West


1,015,877



1,034,271



963,394West


1,029,394



1,048,816



956,375Alaska


719,948



669,674



591,250Hawaii


645,433



601,819



545,847Total United States(1)


1,215,760



1,301,813



1,218,265Canada


202,807



216,977



169,402Worldwide(2)


261,541



272,039



212,433Worldwide (excluding the U.S.)(3)


68,388



81,417



80,139Northern Europe


1,055,449



992,525



934,122Japan


291,190



275,210



227,655Australia and New Zealand


309,225



312,950



233,080     Notes:  (1)
    
    The United States in aggregate is not a zone. The degree of
    double-counting in the 8 U.S. zones is
    illustrated by the relation of the aggregate in-force limit of
    liability for the United States compared to the individual
    limits of liability in the 8 zones.(2)
    
    Includes contracts that cover risks primarily in two or more
    geographic zones, including the United States.(3)
    
    Includes contracts that cover risks primarily in two or more
    geographic zones, excluding the United States.      Underwriting
    and Program Limits
   11




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##### Table of Contents



® ®
  non-U.S. business,
      Retrocessional
    Reinsurance Purchased
   12




---



##### Table of Contents



and/or
    Marketing
    non-U.S. markets
      Reserves
    for Losses and Loss Adjustment Expenses
   13




---



##### Table of Contents



®
    2005


2004


2003Gross loss reserves, beginning of
    the year

$
274,463


$
123,320


$
119,355Loss reserves recoverable,
    beginning of the year


(5,006
)


(1,810
)


(405
)Total net reserves, beginning of
    year


269,457



121,510



118,950Net losses incurred related to:Current year


1,017,495



229,112



40,334Prior years


55,167



(13,504
)


14,048Total incurred losses


1,072,662



215,608



54,382Net paid losses related to:Current year


(96,705
)


(33,967
)


(8,007
)Prior years


(170,399
)


(34,740
)


(47,803
)Total paid losses


(276,104
)


(68,707
)


(55,810
)Effect of foreign exchange
    movements


(4,013
)


1,046



3,988Total net reserves, end of year


1,071,002



269,457



121,510Loss reserves recoverable, end of
    year


1,054



5,006



1,810Gross loss reserves, end of year

$
1,072,056


$
274,463


$
123,320  14




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15




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##### Table of Contents



Year Ended
    December 31,

1995


1996


1997


1998


1999


2000


2001


2002


2003


2004


2005(In millions of
    U.S. dollars)Gross reserve for
    losses & loss adjustment expenses


24.7



28.5



27.5



52.0



111.8



60.1



162.1



119.5



123.3



274.4



1,072.11 year later


26.3



28.1



33.7



65.2



146.9



62.4



169.0



136.9



110.7



327.12 years later


26.8



26.1



33.3



65.2



143.1



60.3



178.1



131.0



111.13 years later


25.6



25.3



31.5



60.8



142.6



60.8



174.4



128.34 years later


24.8



24.2



29.3



60.9



143.1



60.2



172.55 years later


24.1



23.8



29.2



60.8



143.3



59.56 years later


24.0



23.6



29.3



62.2



142.67 years later


24.0



23.7



30.8



61.38 years later


24.1



23.6



30.19 years later


24.1



23.610 years later


24.1Cumulative gross paid losses1 year later


14.3



13.9



15.2



37.3



97.7



24.4



79.7



47.9



35.7



176.72 years later


19.8



18.7



23.0



50.0



116.7



39.5



115.2



75.7



59.23 years later


22.0



21.1



25.0



52.0



126.9



44.3



130.6



89.94 years later


23.2



21.3



25.8



53.6



130.6



49.4



143.55 years later


23.2



21.9



26.0



54.4



134.2



51.46 years later


23.3



22.1



26.2



56.8



136.07 years later


23.4



22.2



27.9



57.28 years later


23.4



22.3



27.99 years later


23.4



22.310 years later


23.5Gross reserve for losses and loss
    adjustment expenses


24.7



28.5



27.5



52.0



111.8



60.1



162.1



119.5



123.3



274.4Gross liability re-estimated


24.1



23.6



30.1



61.3



142.6



59.5



172.5



128.3



111.1



327.1Cumulative redundancy (deficiency)
    on gross reserves


0.6



4.9



(2.6
)


(9.3
)


(30.8
)


0.6



(10.4
)


(8.8
)


12.2



(52.7
)     Investments
  General.
 16




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##### Table of Contents



non-U.S. corporations non-U.S. dollar
    December 31,Type of Investment

2005


2004(In thousands)Fixed Maturities available for saleU.S. Government and
    government agencies

$
324,175


$
317,356Other governments


293,961



156,075Corporate


1,179,317



778,886Supranational entities


201,153



192,2591,998,606



1,444,576Equities, available for sale


530,127



428,620Cash and cash equivalents


31,113



27,898$
2,559,846


$
1,901,094   other-than-temporary, other-than-temporary
    
    The extent of decline in value
    The length of time the security is below cost
    The future prospects of the issuer, or in the case of mutual
    funds, the future prospects of the fund
    Whether the decline appears to be related to general market or
    industry conditions, or is issuer-specific
    Our intent and ability to hold the security
    Other qualitative and quantitative factors    Maturity and Duration of Portfolio.
 17




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##### Table of Contents



December 31,2005


2004(In thousands)Due in one year or less





$
406,649


$
211,795Due after one year through five
    years






1,293,991



1,187,731Due after five years through ten
    years






297,966



45,050$
1,998,606


$
1,444,576   Quality of Debt Securities in Portfolio.
    December 31,2005


2004Cash and cash equivalents


1.5
%


1.9
%U.S. Government and
    government agencies


16.0
%


21.6
%AAA


32.3
%


31.7
%AA


29.5
%


25.7
%A


20.2
%


18.5
%BBB


0.5
%


0.6
%100.0
%


100.0
%     Equities. U.S.-based
    Real Estate.
 18




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##### Table of Contents



Foreign Currency Exposure. non-U.S. dollar non-U.S. dollar non-U.S. dollar
  Derivatives.
  Investment Advisory and Custodial
    Services.
  Competition
     19




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##### Table of Contents



rd th
    Employees
      Regulation
  Bermuda  The
    Insurance Act of 1978, as amended, and Related Regulations (the
    Insurance Act).
  day-to-day
     20




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##### Table of Contents



Classification of Insurers.
  Cancellation of Insurers
    Registration.
  Principal Representative.
  Independent Approved Auditor.
  Loss Reserve Specialist.
  Statutory Financial Statements.
  Annual Statutory Financial Return.
 21




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##### Table of Contents



Minimum Solvency Margin and Restrictions on Dividends and
    Distributions.
                    Minimum Liquidity Ratio.
  Supervision, Investigation and
    Intervention.
 22




---



##### Table of Contents



and/or
  Disclosure of Information.
  Certain Other Considerations.
        United
    States
     23




---



##### Table of Contents



European
    Union
    Certain
    United States Federal Income Tax Considerations
  The discussion below is only a general summary of certain
    United States federal income tax considerations that are
    relevant to certain holders of common shares of IPC Holdings and
    of series A mandatory convertible preferred shares of IPC
    Holdings. It does not address all tax considerations that may be
    relevant to holders of these shares nor does it address tax
    considerations that may be relevant to certain holders of these
    shares. Investors and prospective investors should consult their
    own tax advisors concerning federal, state, local and
    non-U.S. tax
    consequences of ownership and disposition of these shares.
  Dividends. 121-day
      Taxation of IPCBDA.
 24




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##### Table of Contents



Controlled Foreign Corporation Rules.
    Related Person Insurance Income Rules.
 25




---



##### Table of Contents



and/or
    Adjustments to Conversion Rate.
  Conversion of series A mandatory convertible preferred
    shares.
 26




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##### Table of Contents



Tax-Exempt Shareholders.
  Item 1A.
    Risk
    Factors  Risks
    Related to Our Business
  We face a variety of risks that are substantial and inherent
    in our business, including catastrophe, market, liquidity,
    credit, operational, legal and regulatory risks. Our business,
    by its nature, does not produce predictable earnings. The
    following are some of the more important factors that could
    affect our business.
  The
    occurrence of severe catastrophic events may cause our financial
    results to be volatile.
    The
    failure of any of the loss limitation methods we employ could
    have a material adverse effect on our financial condition or our
    results of operations.
  excess-of-loss
  Establishing
    reserves for catastrophes is an inherently uncertain process
    and, if we are required to greatly increase our loss reserves,
    our operating results may significantly decrease.
     27




---



##### Table of Contents



Uncertainty
    related to estimated losses from hurricanes Katrina, Rita and
    Wilma may further materially impact our financial results. As of
    December 31, 2005, we estimated that the aggregate losses
    from hurricanes Katrina, Rita and Wilma for the year then ended
    was $977 million. The impact of these events may materially
    increase as our ultimate liability is established.
        We are
    rated by A.M. Best and S & P, and a decline in
    these ratings could affect our standing among customers and
    cause our sales and earnings to decrease. As a result of the
    impact of hurricanes Katrina, Rita and Wilma on our financial
    condition, both A.M. Best and S & P lowered our
    ratings from A+ to A.
  th
 28




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##### Table of Contents



and/or
  The
    reinsurance business is historically cyclical, and we have
    experienced, and can expect to experience in the future, periods
    with excess underwriting capacity and unfavorable
    premiums.
  and/or
  If IPC
    Holdings subsidiary, IPCRe, is unable to obtain the
    necessary credit we may not be able to offer reinsurance in the
    U.S.
    Hurricane
    Katrina or other significant catastrophes may result in
    political, regulatory or industry initiatives which could
    adversely affect our business.
    
    Providing insurance and reinsurance capacity in markets that we
    target;
    Requiring our participation in industry pools or guaranty
    associations;
    Expanding the scope of coverage under existing insurance
    policies following hurricane Katrina;
    Regulating the terms of insurance
    and/or
    reinsurance policies; or
    Disproportionately benefiting the companies of one country over
    those of another.   29




---



##### Table of Contents



IPC
    Holdings is a holding company, and consequently, it is dependent
    on IPCRes and IPCUSLs payments of cash dividends or
    making of loans.
    Changes
    in the regulatory scheme under which we operate could result in
    material adverse effects on our operations.
       30




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##### Table of Contents



We are
    dependent on the business provided to us by reinsurance brokers,
    and we may be exposed to liability for brokers failure to
    make payments to clients for their claims.
      We are
    dependent on a small number of key employees.
     31




---



##### Table of Contents



We may
    experience conflicts of interest with our principal shareholder
    that may be detrimental to our business.
    A
    significant amount of our assets is invested in fixed income and
    equity securities that are subject to market
    volatility.
    Increases
    in interest rates or fluctuations in currency exchange rates may
    cause us to experience losses.
      Risks
    Related to Our Shares
  We are
    a Bermuda company and it may be difficult for you to enforce
    judgments against us or our directors and executive
    officers.
   32




---



##### Table of Contents



Form 10-K,
  The
    rights of holders of our shares are governed by Bermuda law,
    which differs from U.S. law, and our bye-laws restrict
    shareholders from bringing legal action against our officers and
    directors.
      There
    are limitations on the ownership, transfers and voting rights of
    our shares.
       33




---



##### Table of Contents



Schedule 13-G Rule 13d-1(b)(1)
  Shareholders
    investment could be materially adversely affected if we are
    deemed to be engaged in business in the U.S.
  and/or and/or and/or
    If you
    acquire more than 10% of our shares, CFC rules may apply to
    you.
    Under
    certain circumstances, you may be required to pay taxes on your
    pro-rata share of IPCRes or IPCRe Europes related
    party insurance income.
   34




---



##### Table of Contents



and/or
    We may
    become subject to taxes in Bermuda after 2016, which may have a
    material adverse effect on our financial
    condition.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  (441) 298-5100.
  Item 3.
    Legal
    Proceedings   35




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders      
    To amend the Companys Bye Laws to increase the maximum
    number of Directors from seven to nine, or such larger number as
    may be determined by the Board of Directors to be necessary to
    comply with the terms of any issued and outstanding class or
    series of Preferred Shares.
    To authorize the Board of Directors to fill unfilled vacancies
    existing on the Board of Directors.
    To approve an increase in the number of authorized Common Shares
    from 75,000,000 to 150,000,000, and to amend the Bye Laws to
    reflect that increase.
    To approve an increase in the number of authorized Preferred
    Shares from 25,000,000 to 35,000,000, and to amend the Bye Laws
    to reflect that increase.   36




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowYear ended December 31,
    2005First Quarter

$
43.90


$
38.20Second Quarter


40.25



36.75Third Quarter


42.31



28.25Fourth Quarter


32.70



25.01Year ended December 31,
    2004First Quarter

$
43.10


$
37.80Second Quarter


40.95



34.78Third Quarter


39.00



36.04Fourth Quarter


45.00



36.50            37




---



##### Table of Contents



Form 10-K.
  Item 6.
    Selected
    Financial Data    Year Ended
    December 31,2005


2004


2003


2002


2001(In thousands, except per share
    amounts)Statement of (Loss) Income
    Data:Gross premiums written

$
472,387


$
378,409


$
322,762


$
259,685


$
133,057Net premiums earned


452,522



354,882



298,901



226,404



123,375Net investment income


71,757



51,220



47,089



49,320



32,245Other income


5,234



4,296



3,348



2,684



Net loss and loss adjustment
    expenses incurred


1,072,662



215,608



54,382



38,775



137,551Net acquisition costs


39,249



37,682



30,867



24,521



12,686General and administrative expenses


27,466



23,151



19,103



13,893



9,381Net foreign exchange loss (gain)


2,979



1,290



(1,910
)


(1,554
)


551Net realized (losses) gains, on
    investments


(10,556
)


5,946



13,733



(44,867
)


616Net (loss) income

$
(623,399
)

$
138,613


$
260,629


$
157,906


$
(3,933
)Preferred dividend


2,664















Net (loss) income, available to
    common shareholders


(626,063
)

$
138,613


$
260,629


$
157,906


$
(3,933
)Net income (loss) per common
    share(1)

$
(12.30
)

$
2.87


$
5.40


$
3.27


$
(0.15
)Weighted average shares
    outstanding(1)


50,901,296



48,376,865



48,302,579



48,266,444



26,266,019Cash dividend per common share

$
0.88


$
0.88


$
0.72


$



$
0.16Other Data:Loss and loss adjustment expense
    ratio(2)


237.0
%


60.8
%


18.2
%


17.1
%


111.5
%Expense ratio(2)


14.8
%


17.1
%


16.7
%


17.0
%


17.9
%Combined ratio(2)


251.8
%


77.9
%


34.9
%


34.1
%


129.4
%Return on average equity(3)


(38.0
)%


8.6
%


18.2
%


16.6
%


(0.7
)% 38




---



##### Table of Contents



Year Ended
    December 31,2005


2004


2003


2002


2001(In thousands, except per share
    amounts)Balance Sheet Data (at end of
    period):Total cash and investments

$
2,560,146


$
1,901,094


$
1,671,423


$
1,387,162


$
1,232,301Reinsurance premiums receivable


180,798



85,086



61,194



50,328



42,356Total assets


2,778,281



2,028,290



1,769,458



1,473,975



1,301,716Reserve for losses and loss
    adjustment expenses


1,072,056



274,463



123,320



119,355



162,207Unearned premiums


66,311



68,465



61,795



51,902



24,440Total shareholders equity

$
1,616,400


$
1,668,439


$
1,569,159


$
1,291,483


$
1,105,794Diluted book value per common
    share(4)

$
22.26


$
34.44


$
32.46


$
26.75


$
22.92     (1)
    
    Net income per common share is calculated upon the weighted
    average number of common shares outstanding during the relevant
    year. The weighted average number of shares includes common
    shares and the dilutive effect of employee stock options and
    stock grants, using the treasury stock method. The net loss per
    common share for the years ended December 31, 2001 and
    2005, respectively, are calculated on the weighted average
    number of shares outstanding during the year, excluding the
    anti-dilutive effect of employee stock options, stock grants and
    convertible preferred shares.(2)
    
    The loss and loss adjustment expense ratio is calculated by
    dividing the net losses and loss expenses incurred by the net
    premiums earned. The expense ratio is calculated by dividing the
    sum of acquisition costs and general and administrative expenses
    by net premiums earned. The combined ratio is the sum of the
    loss and loss expense ratio and the expense ratio.(3)
    
    Return on average equity is calculated as the annual net (loss)
    income divided by the average of the shareholders equity
    on the first and last day of the respective year.(4)
    
    Diluted book value per common share is calculated as
    shareholders equity divided by the number of common shares
    outstanding on the balance sheet date, after considering the
    dilutive effects of stock grants, options granted to employees
    and convertible preferred shares, calculated using the treasury
    stock method. At December 31, 2005 the average weighted
    number of shares outstanding, including the dilutive effect of
    employee stock options, stock grants and convertible preferred
    shares using the treasury stock method was 72,617,755.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   39




---



##### Table of Contents



Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control Over Financial
    Reporting Rule 13a-15(f). Internal Control  Integrated Framework Internal
    Control  Integrated Framework ,
  Rule 13a-15(f))
 40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Form 10-K,
            KPMG
 Chartered
    Accountants
    41




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  Code of Conduct Code of Ethics www.ipcre.bm
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Option
    Plan Information
  (C)Number of SecuritiesRemaining Available(A)





for Future IssuanceNumber of Securities


(B)


Under Equityto be Issued Upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(Excluding SecuritiesOutstanding Options,


Outstanding Options,


Reflected in ColumnPlan Category

Warrants and Rights


Warrants and Rights


(A))Option Plan approved by security
    holders


452,125


$
36.47



1,493,330Equity compensation plans not
    approved by security holders










Total


452,125


$
36.47



1,493,330   Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services   42




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules                                      ExhibitNumber

Description

Method of Filing3
.1

Memorandum of Association of the
    Company

*3
.2

Amended and Restated Bye-Laws of
    the Company

§3
.3

Form of Memorandum of Increase of
    Share Capital

*3
.4

Certificate of Designations for
    the preferred shares4
.1

Form of certificate for the common
    shares of the Company

*4
.2

Form of certificate for the
    preferred shares of the Company (included in Exhibit 3.4)4
.3

Letter Agreement, dated
    October 31, 2005 between the Company and AIG

∆4
.4

Registration Rights Agreement,
    dated as of March 13, 1996, among AIG, other shareholders
    names therein and the Company 43




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing10
.1

Termination Agreement among the
    Company and the shareholders named therein

*10
.2

Amended and Restated IPC Holdings,
    Ltd. Stock Option Plan10
.3

Amended and Restated IPC Holdings,
    Ltd. Deferred Compensation Plan10
.4

IPCRe Defined Contribution
    Retirement Plan

*10
.5

Amended and Restated
    Administrative Services Agreement among the Company, IPCRe and
    American International Company, Limited

*10
.6

Investment Management Agreement
    between IPCRe and AIG Global Investment Corp. (Ireland) Limited
    (AIGIC), as amended

**10
.7

Investment
    Sub-Advisory
    Agreement between AIGIC and AIGIC (Europe) (formerly known as
    Dempsey & Company International Limited)

*10
.8

Custodial Agreement between AIG
    Global Trust Services and IPCRe

*10
.9

Retirement Agreement between IPCRe
    and James P. Bryce

*10
.10

Retirement Agreement between IPCRe
    and Peter J.A. Cozens

*10
.11

Credit Agreement between IPCRe
    Limited, Bank One NA, and other Lenders named therein

+10
.12

Underwriting Agency Agreement
    between Allied World Assurance Company, Ltd and IPCUSL

¶10
.13

Amended and Restated Amendment
    No. 1 to Underwriting Agency Agreement, dated
    December 1, 2001

¶¶10
.14

Amended Schedule I
    (Investment Policy Guideline) to Investment Management Agreement
    between IPCRe and AIGIC

++10
.15

IPC Holdings, Ltd. 2003 Stock
    Incentive Plan

§§10
.16

Form of Stock Option Agreement

l10
.17

Form of Restricted Stock Unit Award

l10
.18

The IPCRe Limited International
    Retirement Plan Level 2 Trust, as of December 31, 2003

l10
.19

Letters of Credit Master Agreement
    between Citibank N.A. and IPCRe Limited

l10
.20

Letter of Credit Agreement between
    a) Barclays Bank PLC and IPCRe, and letter of credit
    agreement b) between Bayerische Hypo- und Vereinsbank and
    IPCRe10
.21

Form of Special Retention
    Agreements11
.1

Statement regarding Computation of
    Per Share Earnings

Filed herewith12
.1

Statement of Computation of Ratios
    of Earnings to Fixed Charges

Filed herewith13
.1

Portions of the Annual Report
    incorporated herein by reference

Filed herewith21
.1

Subsidiaries of the Registrant

Filed herewith23
.1

Consent of KPMG

Filed herewith31
.1

Certification by Chief Executive
    Officer, as required by Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith 44




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing31
.2

Certification by Chief Financial
    Officer, as required by Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith32
.1©

Certification by Chief Executive
    Officer, as required by Section 906 of the Sarbanes-Oxley
    Act of 2002

Furnished herewith32
.2©

Certification by Chief Financial
    Officer, as required by Section 906 of the Sarbanes-Oxley
    Act of 2002

Furnished herewith     *
    
    Incorporated by reference to the corresponding exhibit in our
    Registration Statement on
    Form S-1
    (No. 333-00088).+
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended June 30, 2003 (File
    No. 0-27662).**
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended June 30, 1997 (File
    No. 0-27662).Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended September 30, 1999 (File
    No. 0-27662).Incorporated by reference to Exhibit 4.1 to our filing on
    Form S-8
    of July 15, 2003
    (No. 333-107052).¶
    
    Incorporated by reference to Exhibit 10.15 to our
    Form 10-K
    for the year ended December 31, 2001 (File
    No. 0-27662).§
    
    Incorporated by reference to Exhibit 3.2 to our
    Form 8-A
    of July 13, 2003 (File
    No. 0-27662).§§
    
    Incorporated by reference to Exhibit 4.2 to our filing on
    Form S-8
    of July 15, 2003.++
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended March 31, 2004 (File
    No. 0-27662).¶¶
    
    Incorporated by reference to Exhibit 10.2 to our
    Form 10-Q
    for the quarter ended March 31, 2004 (File
    No. 0-27662).l
    
    Incorporated by reference to Exhibit 10.2 to our
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 0-27662).∆
    
    Incorporated by reference to Exhibit 1.3 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibit 1.4 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibit 3.3 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibits 99.1 and 99.2 to our
    Form 8-K
    filed on January 13, 2006 (File
    No. 0-27662).Incorporated by reference to Exhibit 10.20 to our
    Form 8-K
    filed on January 25, 2006 (File
    No. 0-27662).
    
    Management contract or compensatory plan, contract or
    arrangement.©
    
    These certifications are being furnished solely pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (sub-sections
    (a) and (b) of Section 1350, Chapter 63 of
    Title 18, United States Code), and are not being filed as
    exhibits to this report. 45




---



##### Table of Contents



IPC
    HOLDINGS, LTD.
  INDEX TO
    SCHEDULES
  Schedule/Report

PageReport of
    Independent Registered Public Accounting Firm on Schedules


47Schedule I

Summary of
    Investments  Other than Investments in Related
    Parties


48Schedule II

Condensed Financial
    Information of the Registrant


49Schedule III

Supplementary
    Insurance Information of Subsidiary for the years ended
    December 31, 2005, 2004 and 2003


52Schedule IV

Supplementary
    Information concerning Reinsurance for the years ended
    December 31, 2005, 2004 and 2003


53  46




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Form 10-K.
    KPMG
  Chartered Accountants
    47




---



##### Table of Contents



SCHEDULE I  IPC
    HOLDINGS, LTD.
   SUMMARY OF INVESTMENTS  OTHER THAN
    INVESTMENTS IN RELATED PARTIES
    (Expressed in thousands of United States Dollars)
  Year Ended


Amount atDecember 31, 2005


which shownAmortized


Market


in theCost


Value


Balance SheetType of investment:Fixed maturitiesU.S. Government and
    government agencies

$
326,916


$
324,175


$
324,175Other governments


296,823



293,962



293,962Corporate


1,188,004



1,179,317



1,179,317Supranational entities


202,992



201,152



201,152Total fixed maturities


2,014,735



1,998,606



1,998,606Equity investments


420,910



530,127



530,127Cash and cash equivalents


31,113



31,113



31,113Total investments, cash and cash
    equivalents

$
2,466,758


$
2,559,846


$
2,559,846      48




---



##### Table of Contents



SCHEDULE II  IPC
    HOLDINGS, LTD.
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT
    BALANCE SHEET
    (PARENT COMPANY)
    (Expressed in thousands of United States Dollars)
  As of
    December 31,2005


2004ASSETS:Cash

$
100


$
100Investment in wholly-owned
    subsidiaries*


1,622,946



1,670,324Other assets


345



278$
1,623,391


$
1,670,702LIABILITIES:Payable to subsidiaries

$
3,970


$
1,923Dividends payable


2,664



Other liabilities


357



3406,991



2,263SHAREHOLDERS
    EQUITY:Share
    capital  2005: 63,666,368 shares
    outstanding, par value $0.01; 2004: 48,407,203 shares
    outstanding, par value $0.01


637



484Preferred
    shares  2005: 9,000,000 shares outstanding,
    par value $0.01; 2004: 0 shares outstanding, par value $0.01


90



Additional paid in capital


1,473,257



854,797Deferred stock grant compensation


(2,492
)


(2,899
)Retained earnings


52,126



724,907Accumulated other comprehensive
    income


92,782



91,1501,616,400



1,668,439$
1,623,391


$
1,670,702     *
    
    eliminated on consolidation    49




---



##### Table of Contents



SCHEDULE II
 continued
  IPC
    HOLDINGS, LTD.
    CONDENSED FINANCIAL INFORMATION OF
    REGISTRANT  continued
    STATEMENT OF (LOSS) INCOME
    (PARENT COMPANY)
    (Expressed in thousands of United States Dollars)
  Year Ended
    December 31,2005


2004


2003Interest income

$
115


$



$
Expenses:Operating costs and expenses, net


2,057



2,168



1,568(Loss) before equity in net (loss)
    income of wholly-owned subsidiaries*


(1,938
)


(2,168
)


(1,568
)Equity in net (loss) income of
    wholly-owned subsidiaries*


(621,461
)


140,781



262,197Preferred dividend


2,664







Net (loss) income available to
    common shareholders

$
(626,063
)

$
138,613


$
260,629   STATEMENT
    OF COMPREHENSIVE (LOSS) INCOME
    (PARENT COMPANY)
    (Expressed in thousands of United States Dollars)
  Year Ended
    December 31,2005


2004


2003Net (loss) income

$
(623,399
)

$
138,613


$
260,629Other comprehensive income:Holding (losses) gains, net on
    investments during period


(8,618
)


5,989



64,581Reclassification adjustment for
    losses (gains) included in net income


10,556



(5,946
)


(13,733
)1,938



43



50,848Comprehensive (loss) income

$
(621,461
)

$
138,656


$
311,477     *
    
    eliminated on consolidation    50




---



##### Table of Contents



SCHEDULE II
 continued
  IPC
    HOLDINGS, LTD.
    CONDENSED FINANCIAL INFORMATION OF
    REGISTRANT  continued
    STATEMENT OF CASH FLOWS
    (PARENT COMPANY)
    (Expressed in thousands of United States Dollars)
  Year Ended
    December 31,2005


2004


2003CASH FLOWS FROM OPERATING
    ACTIVITIESNet (loss) income

$
(623,399
)

$
138,613


$
260,629Adjustments to reconcile net
    income to cash provided by:Equity in net loss (income) from
    subsidiaries*


621,461



(140,781
)


(262,197
)Stock compensation


2,640



2,461



842Changes in, net:Other assets


(67
)


17



(67
)Receivable from subsidiaries*






2,429



(2,429
)Payable to subsidiaries*


2,047



(684
)


1,297Other liabilities


17



133



602,699



2,188



(1,865
)CASH FLOWS FROM FINANCING
    ACTIVITIESAdditional share capital received


614,731



645



67Additional investment in
    subsidiaries*


(616,200
)






Dividends received from
    subsidiaries*


43,750



39,650



36,500Dividends paid to shareholders


(44,980
)


(42,482
)


(34,709
)(2,699
)


(2,187
)


1,858Net increase (decrease) in cash
    and cash equivalents






1



(7
)Cash and cash equivalents,
    beginning of year


100



99



106Cash and cash equivalents, end of
    year

$
100


$
100


$
99     *
    
    eliminated on consolidation   51




---



##### Table of Contents



SCHEDULE III  IPC
    HOLDINGS, LTD. AND SUBSIDIARIES
  SUBSIDIARY
    SUPPLEMENTARY INSURANCE INFORMATION
 (Expressed
    in thousands of United States Dollars)
  AmortizationFuture policy











Benefits,


ofbenefits,











claims,


deferredDeferred


losses, claims








Net


losses and


policy


Other


Grosspolicy acquisition


and loss


Unearned


Premium


investment


settlement


acquisition


operating


premiumsSegment

costs


expenses


premiums


revenue


income


expenses


costs


expenses


written2005: Property & Similar

$
7,843


$
1,072,056


$
66,311


$
452,522


$
71,757


$
1,072,662


$
39,249


$
25,408


$
472,3872004: Property & Similar

$
8,424


$
274,463


$
68,465


$
354,882


$
51,220


$
215,608


$
37,682


$
20,983


$
378,4092003: Property & Similar

$
8,035


$
123,320


$
61,795


$
298,901


$
47,089


$
54,382


$
30,867


$
17,532


$
322,762    52




---



##### Table of Contents



SCHEDULE IV  REINSURANCE
    (Expressed in thousands of United States Dollars)
  Ceded to


Assumed from





Percentage ofother


other





amountGross Amount


companies


companies


Net Amount(1)


assumed to net2005: Property & Similar

$



$
21,581


$
472,387


$
450,806



105
%2004: Property & Similar

$



$
20,098


$
378,409


$
358,311



106
%2003: Property & Similar

$



$
14,466


$
322,762


$
308,296



105
%     (1)
    
    Premiums Written   53




---



##### Table of Contents



IPC
    HOLDINGS, LTD.
  SIGNATURES
  th
  IPC Holdings, LTD.
  James
    P. Bryce
       Signature

Title

Date/s/  Frank
    MutchFrank
    Mutch

Chairman of the Board of Directors

February 28, 2006/s/  James
    P. BryceJames
    P. Bryce

President, Chief Executive
    Officer
    and Director

February 28, 2006/s/  John
    R. WealeJohn
    R. Weale

Senior Vice President, Chief
    Financial Officer and principal accounting officer

February 28, 2006/s/  George
    CubbonGeorge
    Cubbon

Deputy Chairman of the Board of
    Directors

February 28, 2006/s/  Clarence
    JamesDr.
    The Honourable Clarence E. James

Director

February 28, 2006/s/  Kenneth
    HammondKenneth
    Hammond

Director

February 28, 2006  54




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description

Method of Filing3
.1

Memorandum of Association of the
    Company

*3
.2

Amended and Restated Bye-Laws of
    the Company

§3
.3

Form of Memorandum of Increase of
    Share Capital

*3
.4

Certificate of Designations for
    the preferred shares4
.1

Form of certificate for the common
    shares of the Company

*4
.2

Form of certificate for the
    preferred shares of the Company (included in Exhibit 3.4)4
.3

Letter Agreement, dated
    October 31, 2005 between the Company and AIG

∆4
.4

Registration Rights Agreement,
    dated as of March 13, 1996, among AIG, other shareholders
    names therein and the Company10
.1

Termination Agreement among the
    Company and the shareholders named therein

*10
.2

Amended and Restated IPC Holdings,
    Ltd. Stock Option Plan10
.3

Amended and Restated IPC Holdings,
    Ltd. Deferred Compensation Plan10
.4

IPCRe Defined Contribution
    Retirement Plan

*10
.5

Amended and Restated
    Administrative Services Agreement among the Company, IPCRe and
    American International Company, Limited

*10
.6

Investment Management Agreement
    between IPCRe and AIG Global Investment Corp. (Ireland) Limited
    (AIGIC), as amended

**10
.7

Investment
    Sub-Advisory
    Agreement between AIGIC and AIGIC (Europe) (formerly known as
    Dempsey & Company International Limited)

*10
.8

Custodial Agreement between AIG
    Global Trust Services and IPCRe

*10
.9

Retirement Agreement between IPCRe
    and James P. Bryce

*10
.10

Retirement Agreement between IPCRe
    and Peter J.A. Cozens

*10
.11

Credit Agreement between IPCRe
    Limited, Bank One NA, and other Lenders named therein

+10
.12

Underwriting Agency Agreement
    between Allied World Assurance Company, Ltd and IPCUSL

¶10
.13

Amended and Restated Amendment
    No. 1 to Underwriting Agency Agreement, dated
    December 1, 2001

¶¶10
.14

Amended Schedule I
    (Investment Policy Guideline) to Investment Management Agreement
    between IPCRe and AIGIC

+ +10
.15

IPC Holdings, Ltd. 2003 Stock
    Incentive Plan

§§10
.16

Form of Stock Option Agreement

l10
.17

Form of Restricted Stock Unit Award

l10
.18

The IPCRe Limited International
    Retirement Plan Level 2 Trust, as of December 31, 2003

l10
.19

Letters of Credit Master Agreement
    between Citibank N.A. and IPCRe Limited

l10
.20

Letter of Credit Agreement between
    a) Barclays Bank PLC and IPCRe, and letter of credit
    agreement b) between Bayerische Hypo- und Vereinsbank and
    IPCRe10
.21

Form of Special Retention
    Agreements11
.1

Statement regarding Computation of
    Per Share Earnings

Filed herewith12
.1

Statement of Computation of Ratios
    of Earnings to Fixed Charges

Filed herewith13
.1

Portions of the Annual Report
    incorporated herein by reference

Filed herewith21
.1

Subsidiaries of the Registrant

Filed herewith23
.1

Consent of KPMG

Filed herewith 55




---



##### Table of Contents



ExhibitNumber

Description

Method of Filing31
.1

Certification by Chief Executive
    Officer, as required by Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith31
.2

Certification by Chief Financial
    Officer, as required by Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith32
.1©

Certification by Chief Executive
    Officer, as required by Section 906 of the Sarbanes-Oxley
    Act of 2002

Furnished herewith32
.2©

Certification by Chief Financial
    Officer, as required by Section 906 of the Sarbanes-Oxley
    Act of 2002

Furnished herewith     *
    
    Incorporated by reference to the corresponding exhibit in our
    Registration Statement on
    Form S-1
    (No. 333-00088).+
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended June 30, 2003 (File
    No. 0-27662).**
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended June 30, 1997 (File
    No. 0-27662).Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended September 30, 1999 (File
    No. 0-27662).Incorporated by reference to Exhibit 4.1 to our filing on
    Form S-8
    of July 15, 2003
    (No. 333-107052).¶
    
    Incorporated by reference to Exhibit 10.15 to our
    Form 10-K
    for the year ended December 31, 2001
    (File No. 0-27662).§
    
    Incorporated by reference to Exhibit 3.2 to our
    Form 8-A
    of July 13, 2003 (File
    No. 0-27662).§§
    
    Incorporated by reference to Exhibit 4.2 to our filing on
    Form S-8
    of July 15, 2003
    (No. 333-107052).++
    
    Incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    for the quarter ended March 31, 2004 (File No.
    0-27662).¶¶
    
    Incorporated by reference to Exhibit 10.2 to our
    Form 10-Q
    for the quarter ended March 31, 2004 (File
    No. 0-27662).l
    
    Incorporated by reference to Exhibit 10.2 to our
    Form 10-K
    for the year ended December 31, 2004 (File No. 0-27662).∆
    
    Incorporated by reference to Exhibit 1.3 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibit 1.4 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibit 3.3 of our
    Form 8-K
    filed on November 3, 2005 (File
    No. 0-27662).Incorporated by reference to Exhibits 99.1 and 99.2 to our
    Form 8-K
    filed on January 13, 2006 (File
    No. 0-27662).Incorporated by reference to Exhibit 10.20 to our
    Form 8-K
    filed on January 25, 2006 (File
    No. 0-27662).
    
    Management contract or compensatory plan, contract or
    arrangement.©
    
    These certifications are being furnished solely pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (sub-sections
    (a) and (b) of Section 1350, Chapter 63 of
    Title 18, United States Code), and are not being filed as
    exhibits to this report. 56