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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549







FORM 10-Q

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2003

OR

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For 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)


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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ü No [  ]

The number of outstanding common shares par value U.S. $0.01 per share of IPC
Holdings, Ltd., as of October 28, 2003, was 48,220,683.

Exhibit Index located on page 17



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TABLE OF CONTENTS



|                                               |                                                                                               |                                                 |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                 
|                                               | Item 1. Financial Statements                                                                 
|                                               |                                                                                               | CONSOLIDATED BALANCE SHEETS                    
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME              
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS          
|                                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                               | Item 4. Controls and Procedures                                                              
|PART II-OTHER INFORMATION                     
|                                               | Item 1. Legal Proceedings                                                                    
|                                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                                               | Item 3. Defaults upon Senior Securities                                                      
|                                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                               | Item 5. Other Information                                                                    
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                    
|EXHIBIT INDEX                                 
|RECONCILIATION OF BASIC AND DILUTED NET INCOME
|SECTION 302 CERTIFICATION OF CEO              
|SECTION 302 CERTIFICATION OF CFO              
|SECTION 906 CERTIFICATION OF CEO              
|SECTION 906 CERTIFICATION OF CFO              



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1. Financial Statements




IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of United States dollars, except for per share amounts)

|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|--------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | - | ------------------ | --------- | ----------------- | - | --------- | --------- | 
|                                                                                                          |                                                                                     |   | As of              |           | As of            
|                                                                                                          |                                                                                     |   | September 30, 2003 |           | December 31, 2002
|                                                                                                          |                                                                                     |   |                    |           |                  
|                                                                                                          |                                                                                     |   | (unaudited)        |           |                   |   |          
|ASSETS:                                                                                                   |                                                                                     |   |                    |           |                   |   |           |          
|Fixed maturity investments:                                                                               |                                                                                     |   |                    |           |                   |   |           |          
|                                                                                                          | Available for sale, at fair value
(amortized cost 2003 $1,261,785; 2002
$1,113,432) |   | $                  | 1,300,898 |                   |   | $         | 1,153,609 | 
|Equity investments, available for sale at fair
value (cost 2003 $247,347; 2002: $216,815)                 |                                                                                     |   | 284,129            |           |                   |   | 216,897   |          
|Cash and cash equivalents                                                                                 |                                                                                     |   | 19,699             |           |                   |   | 16,656    |          
|Reinsurance premiums receivable                                                                           |                                                                                     |   | 97,626             |           |                   |   | 50,328    |          
|Deferred premiums ceded                                                                                   |                                                                                     |   | 4,771              |           |                   |   | 819       |          
|Loss and loss adjustment expenses recoverable                                                             |                                                                                     |   | 2,312              |           |                   |   | 405       |          
|Accrued investment income                                                                                 |                                                                                     |   | 22,464             |           |                   |   | 24,163    |          
|Deferred acquisition costs                                                                                |                                                                                     |   | 13,139             |           |                   |   | 6,095     |          
|Prepaid expenses and other assets                                                                         |                                                                                     |   | 7,234              |           |                   |   | 5,003     |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|TOTAL ASSETS                                                                                              |                                                                                     | $ | 1,752,272          |           |                   | $ | 1,473,975 |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|LIABILITIES:                                                                                              |                                                                                     |   |                    |           |                   |   |           |          
|Reserve for losses and loss adjustment expenses                                                           |                                                                                     | $ | 117,159            |           |                   | $ | 119,355   |          
|Unearned premiums                                                                                         |                                                                                     |   | 119,025            |           |                   |   | 51,902    |          
|Reinsurance premiums payable                                                                              |                                                                                     |   | 5,568              |           |                   |   | 1,555     |          
|Deferred fees and commissions                                                                             |                                                                                     |   | 2,128              |           |                   |   | 127       |          
|Accounts payable and accrued liabilities                                                                  |                                                                                     |   | 10,389             |           |                   |   | 9,553     |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|                                                                                                          |                                                                                     |   | 254,269            |           |                   |   | 182,492   |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|SHAREHOLDERS EQUITY:                                                                                     |                                                                                     |   |                    |           |                   |   |           |          
|Share capital (Common shares outstanding, par
value U.S. $0.01: 2003 48,217,099; 2002: 48,179,805
shares) |                                                                                     |   | 482                |           |                   |   | 482       |          
|Additional paid-in capital                                                                                |                                                                                     |   | 849,516            |           |                   |   | 846,397   |          
|Deferred stock grant compensation                                                                         |                                                                                     |   | (1,624             | )         |                   |   |          |          
|Retained earnings                                                                                         |                                                                                     |   | 573,734            |           |                   |   | 404,345   |          
|Accumulated other comprehensive income                                                                    |                                                                                     |   | 75,895             |           |                   |   | 40,259    |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|                                                                                                          |                                                                                     |   | 1,498,003          |           |                   |   | 1,291,483 |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 
|TOTAL SHAREHOLDERS EQUITY AND LIABILITIES                                                                |                                                                                     | $ | 1,752,272          |           |                   | $ | 1,473,975 |          
|                                                                                                          |                                                                                     |   |                    |           |                   |   |           |           | 

The accompanying notes are an integral part of these consolidated financial statements

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of United States dollars, except for per share amounts)

|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|-------------------------------------------------- |  | --------------------------- | ---------- | ------------------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | - |  | - | ---------- | -
|                                                   |  | Quarter ended September 30, |            | Nine months ended September 30,
|                                                   |  |                             |            |                                
|                                                   |  | 2003                        |            | 2002                            |  | 2003        |            | 2002       
|                                                   |  |                             |            |                                 |  |             |            |            
|                                                   |  | (unaudited)                 |            | (unaudited)                     |  | (unaudited) |            | (unaudited)
|REVENUES:                                          |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Gross premiums written                             |  | $                           | 45,804     |                                 |  | $           | 35,522     |             |  | $ | 302,254    |   |  | $ | 242,680    |  
|Change in unearned premiums                        |  |                             | 35,566     |                                 |  |             | 28,847     |             |  |   | (67,123    | ) |  |   | (72,097    | )
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Premiums earned                                    |  |                             | 81,370     |                                 |  |             | 64,369     |             |  |   | 235,131    |   |  |   | 170,583    |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Reinsurance premiums ceded                         |  |                             | (1,044     | )                               |  |             | (538       | )           |  |   | (14,725    | ) |  |   | (5,607     | )
|Change in deferred premiums ceded                  |  |                             | (2,552     | )                               |  |             | (923       | )           |  |   | 3,951      |   |  |   | 821        |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Premiums ceded                                     |  |                             | (3,596     | )                               |  |             | (1,461     | )           |  |   | (10,774    | ) |  |   | (4,786     | )
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Net premiums earned                                |  |                             | 77,774     |                                 |  |             | 62,908     |             |  |   | 224,357    |   |  |   | 165,797    |  
|Net investment income                              |  |                             | 11,725     |                                 |  |             | 12,451     |             |  |   | 34,973     |   |  |   | 37,408     |  
|Net realized gains (losses) on investments         |  |                             | 292        |                                 |  |             | (821       | )           |  |   | 6,432      |   |  |   | (8,246     | )
|Other income                                       |  |                             | 856        |                                 |  |             | 368        |             |  |   | 2,400      |   |  |   | 2,629      |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|                                                   |  |                             | 90,647     |                                 |  |             | 74,906     |             |  |   | 268,162    |   |  |   | 197,588    |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|EXPENSES:                                          |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Net losses and loss adjustment expenses            |  |                             | 15,778     |                                 |  |             | 18,872     |             |  |   | 38,450     |   |  |   | 34,244     |  
|Net acquisition costs                              |  |                             | 7,810      |                                 |  |             | 6,461      |             |  |   | 22,629     |   |  |   | 17,926     |  
|General and administrative expenses                |  |                             | 4,678      |                                 |  |             | 3,393      |             |  |   | 13,583     |   |  |   | 9,805      |  
|Net exchange loss (gain)                           |  |                             | 249        |                                 |  |             | 397        |             |  |   | (1,748     | ) |  |   | (2,323     | )
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|                                                   |  |                             | 28,515     |                                 |  |             | 29,123     |             |  |   | 72,914     |   |  |   | 59,652     |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|NET INCOME                                         |  | $                           | 62,132     |                                 |  | $           | 45,783     |             |  | $ | 195,248    |   |  | $ | 137,936    |  
|                                                   |  |                             |            |                                 |  |             |            |             |  |   |            |   |  |   |            |  
|Basic net income per common share                  |  | $                           | 1.29       |                                 |  | $           | 0.95       |             |  | $ | 4.05       |   |  | $ | 2.86       |  
|Diluted net income per common share                |  | $                           | 1.29       |                                 |  | $           | 0.95       |             |  | $ | 4.04       |   |  | $ | 2.86       |  
|Weighted average number of common shares
- basic   |  |                             | 48,214,793 |                                 |  |             | 48,172,776 |             |  |   | 48,194,170 |   |  |   | 48,172,776 |  
|Weighted average number of common shares
- diluted |  |                             | 48,300,348 |                                 |  |             | 48,265,409 |             |  |   | 48,280,373 |   |  |   | 48,267,844 |  

The accompanying notes are an integral part of these consolidated financial statements

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of United States dollars)

|                                   |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |         |  
|---------------------------------- | --------------------------------------------------------------------- | - | --------------------------- | ----- | ------------------------------- | - | ----------- | ------ | ----------- | - | ------- | ------ | - | - | ------- | ------- | -
|                                   |                                                                       |   | Quarter ended September 30, |       | Nine months ended September 30,
|                                   |                                                                       |   |                             |       |                                
|                                   |                                                                       |   | 2003                        |       | 2002                            |   | 2003        |        | 2002       
|                                   |                                                                       |   |                             |       |                                 |   |             |        |            
|                                   |                                                                       |   | (unaudited)                 |       | (unaudited)                     |   | (unaudited) |        | (unaudited)
|NET INCOME                         |                                                                       | $ | 62,132                      |       |                                 | $ | 45,783      |        |             | $ | 195,248 |        |   | $ | 137,936 |        
|                                   |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |        
|Other comprehensive income (loss): |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |        
|                                   | Net holding gains (losses) on
investments during period               |   |                             | 1,103 |                                 |   |             | (7,746 | )           |   |         | 42,068 |   |   |         | (29,294 | )
|                                   | Reclassification adjustment
for (gains) losses included in
net income |   |                             | (292  | )                               |   |             | 821    |             |   |         | (6,432 | ) |   |         | 8,246   |  
|                                   |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |        
|                                   |                                                                       |   | 811                         |       |                                 |   | (6,925      | )      |             |   | 35,636  |        |   |   | (21,048 | )      
|                                   |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |        
|COMPREHENSIVE INCOME               |                                                                       | $ | 62,943                      |       |                                 | $ | 38,858      |        |             | $ | 230,884 |        |   | $ | 116,888 |        
|                                   |                                                                       |   |                             |       |                                 |   |             |        |             |   |         |        |   |   |         |        

The accompanying notes are an integral part of these consolidated financial statements

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(Expressed in thousands of United States dollars)

|                                        |  |                    |           |                   |  |   |           |  
|--------------------------------------- |  | ------------------ | --------- | ----------------- |  | - | --------- | -
|                                        |  | As of              |           | As of            
|                                        |  | September 30, 2003 |           | December 31, 2002
|                                        |  |                    |           |                  
|                                        |  | (unaudited)        |           |                   |  |  
|COMMON SHARES PAR VALUE $0.01:          |  |                    |           |                   |  |   |           |  
|Balance, beginning of year              |  | $                  | 482       |                   |  | $ | 482       |  
|Additional shares issued                |  |                    | 0         |                   |  |   | 0         |  
|                                        |  |                    |           |                   |  |   |           |  
|Balance, end of period                  |  | $                  | 482       |                   |  | $ | 482       |  
|                                        |  |                    |           |                   |  |   |           |  
|ADDITIONAL PAID-IN CAPITAL:             |  |                    |           |                   |  |   |           |  
|Balance, beginning of year              |  | $                  | 846,397   |                   |  | $ | 846,101   |  
|Shares issued                           |  |                    | 1,678     |                   |  |   | 458       |  
|Shares repurchased                      |  |                    | (814      | )                 |  |   | (162      | )
|Stock options and grants                |  |                    | 2,255     |                   |  |   | 0         |  
|                                        |  |                    |           |                   |  |   |           |  
|Balance, end of period                  |  | $                  | 849,516   |                   |  | $ | 846,397   |  
|                                        |  |                    |           |                   |  |   |           |  
|DEFERRED STOCK GRANT
COMPENSATION:      |  |                    |           |                   |  |   |           |  
|Balance, beginning of year              |  | $                  | 0         |                   |  | $ | 0         |  
|Stock grants awarded                    |  |                    | (2,011    | )                 |  |   | 0         |  
|Amortization                            |  |                    | 387       |                   |  |   | 0         |  
|                                        |  |                    |           |                   |  |   |           |  
|Balance, end of period                  |  | $                  | (1,624    | )                 |  | $ | 0         |  
|                                        |  |                    |           |                   |  |   |           |  
|RETAINED EARNINGS:                      |  |                    |           |                   |  |   |           |  
|Balance, beginning of year              |  | $                  | 404,345   |                   |  | $ | 246,568   |  
|Net income                              |  |                    | 195,248   |                   |  |   | 157,906   |  
|Reduction on share repurchase           |  |                    | (798      | )                 |  |   | (129      | )
|Dividends paid                          |  |                    | (25,061   | )                 |  |   | 0         |  
|                                        |  |                    |           |                   |  |   |           |  
|Balance, end of period                  |  | $                  | 573,734   |                   |  | $ | 404,345   |  
|                                        |  |                    |           |                   |  |   |           |  
|ACCUMULATED OTHER COMPREHENSIVE
INCOME: |  |                    |           |                   |  |   |           |  
|Balance, beginning of year              |  | $                  | 40,259    |                   |  | $ | 12,643    |  
|Other comprehensive income              |  |                    | 35,636    |                   |  |   | 27,616    |  
|                                        |  |                    |           |                   |  |   |           |  
|Balance, end of period                  |  | $                  | 75,895    |                   |  | $ | 40,259    |  
|                                        |  |                    |           |                   |  |   |           |  
|TOTAL SHAREHOLDERS EQUITY              |  | $                  | 1,498,003 |                   |  | $ | 1,291,483 |  
|                                        |  |                    |           |                   |  |   |           |  

The accompanying notes are an integral part of these consolidated financial statements

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of United States dollars)

|                                                                              |                                                         |                                                 |          |                                 |         |             |          |       |         |  
|----------------------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------- | -------- | ------------------------------- | ------- | ----------- | -------- | ----- | ------- | -
|                                                                              |                                                         |                                                 |          | Nine months ended September 30,
|                                                                              |                                                         |                                                 |          |                                
|                                                                              |                                                         |                                                 |          | 2003                            |         | 2002       
|                                                                              |                                                         |                                                 |          |                                 |         |            
|                                                                              |                                                         |                                                 |          | (unaudited)                     |         | (unaudited)
|CASH FLOWS FROM OPERATING ACTIVITIES:                                         |                                                         |                                                 |          |                                 |         |             |          |      
|Net income                                                                    |                                                         | $                                               | 195,248  |                                 |         | $           | 137,936  |      
|Adjustments to reconcile net income to cash provided
by operating activities: |                                                         |                                                 |          |                                 |         |             |          |      
|                                                                              | Amortization of fixed maturity premiums (discount),
net |                                                 |          | 11,167                          |         |             |          | 5,948 |        
|                                                                              | Net realized (gains) losses on investments              |                                                 |          | (6,432                          | )       |             |          | 8,246 |        
|                                                                              | Stock compensation                                      |                                                 |          | 631                             |         |             |          | 0     |        
|                                                                              | Changes in:                                             |                                                 |          |                                 |         |             |          |       |        
|                                                                              |                                                         | Reinsurance premiums receivable                 |          |                                 | (47,298 | )           |          |       | (39,669 | )
|                                                                              |                                                         | Deferred premiums ceded                         |          |                                 | (3,952  | )           |          |       | (821    | )
|                                                                              |                                                         | Loss and loss adjustment expenses recoverable   |          |                                 | (1,907  | )           |          |       | 240     |  
|                                                                              |                                                         | Accrued investment income                       |          |                                 | 1,699   |             |          |       | (3,087  | )
|                                                                              |                                                         | Deferred acquisition costs                      |          |                                 | (7,044  | )           |          |       | (7,761  | )
|                                                                              |                                                         | Prepaid expenses and other assets               |          |                                 | (2,231  | )           |          |       | (2,862  | )
|                                                                              |                                                         | Reserve for losses and loss adjustment expenses |          |                                 | (2,196  | )           |          |       | (34,110 | )
|                                                                              |                                                         | Unearned premiums                               |          |                                 | 67,123  |             |          |       | 72,097  |  
|                                                                              |                                                         | Reinsurance premiums payable                    |          |                                 | 4,013   |             |          |       | 1,141   |  
|                                                                              |                                                         | Deferred fees and commissions                   |          |                                 | 2,001   |             |          |       | 98      |  
|                                                                              |                                                         | Accounts payable and accrued liabilities        |          |                                 | 836     |             |          |       | 2,255   |  
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|Cash provided by operating activities                                         |                                                         |                                                 | 211,658  |                                 |         |             | 139,651  |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                         |                                                         |                                                 |          |                                 |         |             |          |      
|Purchases of fixed maturity investments                                       |                                                         |                                                 | (785,859 | )                               |         |             | (950,906 | )    
|Proceeds from sale of fixed maturity investments                              |                                                         |                                                 | 546,524  |                                 |         |             | 606,884  |      
|Proceeds from maturities of fixed maturity investments                        |                                                         |                                                 | 86,246   |                                 |         |             | 9,000    |      
|Purchases of equity investments                                               |                                                         |                                                 | (30,532  | )                               |         |             | (131,990 | )    
|Proceeds from sale of equity investments                                      |                                                         |                                                 | 0        |                                 |         |             | 42,947   |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|Cash used in investing activities                                             |                                                         |                                                 | (183,621 | )                               |         |             | (424,065 | )    
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |                                                         |                                                 |          |                                 |         |             |          |      
|Net Proceeds from share issuance                                              |                                                         |                                                 | 67       |                                 |         |             | 166      |      
|Cash dividends paid to shareholders                                           |                                                         |                                                 | (25,061  | )                               |         |             | 0        |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|Cash used by financing activities                                             |                                                         |                                                 | (24,994  | )                               |         |             | 166      |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|Net increase (decrease) in cash and cash equivalents                          |                                                         |                                                 | 3,043    |                                 |         |             | (284,248 | )    
|Cash and cash equivalents, beginning of period                                |                                                         |                                                 | 16,656   |                                 |         |             | 315,207  |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      
|Cash and cash equivalents, end of period                                      |                                                         | $                                               | 19,699   |                                 |         | $           | 30,959   |      
|                                                                              |                                                         |                                                 |          |                                 |         |             |          |      

The accompanying notes are an integral part of these consolidated financial statements

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IPC HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except for per share amounts)
(unaudited)



|1. |  | GENERAL:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The consolidated interim financial statements presented herein have been
prepared on the basis of accounting principles generally accepted in the
United States of America (GAAP) and include the accounts of IPC
Holdings, Ltd. (the Company), and its wholly owned subsidiaries, IPCRe
Limited (IPCRe) and IPCRe Underwriting Services Limited (IPCUSL and,
together with the Company and IPCRe, IPC) and IPCRe Europe Limited,
which is a wholly-owned subsidiary of IPCRe. In the opinion of
management, these financial statements reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation of the results of operations for the nine-month periods
ended September 30, 2003 and 2002, respectively, the balance sheet as of
September 30, 2003 and the cash flows for the nine month periods ended
September 30, 2003 and 2002, respectively. These interim consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 2002,
incorporated herein by reference to our report on Form 10-K. The
results of operations for any interim period are not necessarily
indicative of results for the full year.                                                                                                              
|  
|2. |  | DIVIDENDS:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | On March 5, 2003 we paid a dividend of $0.16 per share to shareholders of
record on February 19, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | On June 26, 2003 we paid a dividend of $0.16 per share to shareholders of
record on June 10, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | On September 18, 2003 we paid a dividend of $0.20 per share to shareholders
of record on September 2, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | On October 21, 2003 we declared a dividend of $0.20 per share, payable on
December 11, 2003 to shareholders of record on November 25, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|3. |  | ACCOUNTING FOR STOCK-BASED COMPENSATION AND DISCLOSURE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | On December 31, 2002, the Financial Accounting Standards Board (FASB)
issued Statement No. 148, Accounting for Stock-Based Compensation and
Disclosure (SFAS 148), which is effective for fiscal years ending after
December 31, 2002. SFAS 148 amends Statement No. 123, Accounting for
Stock-Based Compensation (SFAS 123), to provide alternative methods of
transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends disclosure
requirements of SFAS 123 to require prominent disclosure about the method of
accounting for stock based employee compensation and the effect of the method
used to report results. SFAS 148 permits two additional transition methods
for entities that adopt the preferable fair value method of accounting for
stock-based employee compensation. In addition, the original prospective
method of transition for changes to the fair value method under SFAS 123 will
no longer be permitted in fiscal periods beginning after December 15, 2003.
Management has adopted the fair value method of accounting for stock-based
employee compensation on a prospective basis for all awards granted, modified
or settled after January 1, 2003. The amount of the charge recorded in the
nine months ended September 30, 2003 was $243.
|  
|   |  | On June 13, 2003 the shareholders approved a new stock incentive plan. The plan allows for the issuance of up to
one million shares as grants of restricted stock to selected employees to
compensate them for their contributions to the long-term growth and profits
of the company. These grants are accounted for under SFAS 123 and the charge
recorded for the nine months ended September 30, 2003 was $387.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

7



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##### Table of Contents





| |  | The following table illustrates the effect on net income and earnings per
share if the fair value based method had been applied to all outstanding and
unvested awards in each period in accordance with SFAS 123.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                   |  |                             |        |                                 |  |             |        |             |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------------- |  | ----------- | ------ | ----------- |  | - | ------- | - |  | - | ------- | -
|                                                                                                   |  | Quarter ended September 30, |        | Nine months ended September 30,
|                                                                                                   |  |                             |        |                                
|                                                                                                   |  | 2003                        |        | 2002                            |  | 2003        |        | 2002       
|                                                                                                   |  |                             |        |                                 |  |             |        |            
|                                                                                                   |  | (unaudited)                 |        | (unaudited)                     |  | (unaudited) |        | (unaudited)
|Net income, as reported                                                                            |  | $                           | 62,132 |                                 |  | $           | 45,783 |             |  | $ | 195,248 |   |  | $ | 137,936 |  
|Add: Stock-based employee expense                                                                  |  |                             | 81     |                                 |  |             | 0      |             |  |   | 243     |   |  |   | 0       |  
|Deduct: Total stock-based
employee expense determined
under fair value based method
for all awards |  |                             | (255   | )                               |  |             | (200   | )           |  |   | (765    | ) |  |   | (600    | )
|                                                                                                   |  |                             |        |                                 |  |             |        |             |  |   |         |   |  |   |         |  
|Pro forma net income                                                                               |  | $                           | 61,958 |                                 |  | $           | 45,583 |             |  | $ | 194,726 |   |  | $ | 137,336 |  
|                                                                                                   |  |                             |        |                                 |  |             |        |             |  |   |         |   |  |   |         |  
|Earnings per share:                                                                                |  |                             |        |                                 |  |             |        |             |  |   |         |   |  |   |         |  
|Basic  as reported                                                                                |  |                             | 1.29   |                                 |  |             | 0.95   |             |  |   | 4.05    |   |  |   | 2.86    |  
|Basic  pro forma                                                                                  |  |                             | 1.29   |                                 |  |             | 0.95   |             |  |   | 4.05    |   |  |   | 2.85    |  
|Diluted  as reported                                                                              |  |                             | 1.29   |                                 |  |             | 0.95   |             |  |   | 4.04    |   |  |   | 2.86    |  
|Diluted  pro forma                                                                                |  |                             | 1.28   |                                 |  |             | 0.94   |             |  |   | 4.03    |   |  |   | 2.85    |  



|4. |  | NEW ACCOUNTING PRONOUNCEMENTS:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 149 Amendment of Statement
133 on Derivative Instruments and Hedging Activities (SFAS 149). The
statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. The statement will be
effective for contracts entered into or modified after June 30, 2003.
Management does not believe that the adoption of this new accounting
pronouncement has had any material impact on the Companys financial position
or results of operations.                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. FIN 46 requires a variable
interest entity to be consolidated by a company if that company is the
primary beneficiary, as defined in FIN 46. The consolidation requirements of
FIN 46 apply immediately to variable interest entities created after January
31, 2003. The consolidation requirements apply to older entities in the
first fiscal year or interim period beginning after June 15, 2003. Certain
of the disclosure requirements apply to all financial statements issued after
January 31, 2003, regardless of when the variable interest entity was
established. On October 9, 2003, the FASB issued FASB Staff Position
(FSP) 46-6, deferring the effective date for the application of the
provisions of FIN 46 for variable interest entities created before February
1, 2003. As a result, FIN 46 will be effective for the Company as December
31, 2003. Management are continuing to evaluate the impact of the
application of FIN 46 as further interpretations are released.
|  
|   |  | On May 15, 2003, the Financial Accounting Standards Board issued Statement
No. 150, Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity. The Statement requires issuers to classify
as liabilities (or assets in some circumstance) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally, the
Statement is effective for financial instruments entered into or modified
after May 31, 2003 and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. The Company adopted the
provisions of the Statement on July 1, 2003. Management does not believe
that the adoption of this new accounting pronouncement has had any material
impact on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                    

8



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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations



| |  | Critical Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following is a summary of the accounting policies for the three main
components of our balance sheet and statement of income: premiums, losses
(claims) including reserves and investments/investment income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Premiums                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Premiums are recorded as written at the beginning of each policy, based upon
information received from ceding companies and their brokers, and are earned
over the policy period. For excess of loss contracts, the amount of deposit
premium is contractually documented at inception, and no management judgement
is necessary in accounting for this. Premiums are earned on a pro rata
basis over the policy period. For proportional treaties, the amount of
premium is normally estimated at inception by the ceding company. We account
for such premium using the initial estimates, which are reviewed regularly
with respect to the actual premium reported by the ceding company. For the
nine months ended September 30, 2003 the net amount of premium written
resulting from estimate accruals was approximately 4% of total premiums
written. We also accrue for reinstatement premiums (premiums paid to
reinstate reinsurance coverage following a claim). Such accruals are based
upon actual contractual terms applied to the amount of loss reserves expected
to be paid, and the only element of management judgement involved is with
respect to the amount of loss reserves, as described below. The amount
accrued at September 30, 2003 for reinstatement premiums on Reported But Not
Enough losses (RBNE) and Incurred But Not Reported (IBNR) loss reserves
was $4.5 million, the majority of which related to claims from the terrorist
attack on the World Trade Center and the September 2003 windstorm losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Loss Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Under accounting principles generally accepted in the United States of
America, we are not permitted to establish loss reserves until the occurrence
of an event which may give rise to a claim. As a result, only loss reserves
applicable to losses incurred up to the reporting date may be established,
with no allowance for the provision of a contingency reserve to account for
expected future losses. Claims arising from future catastrophic events can
be expected to require the establishment of substantial reserves from time to
time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Estimating appropriate loss reserves for catastrophes is an inherently
uncertain process. Loss reserves represent our estimates, at a given point
in time, of ultimate settlement and administration costs of losses incurred
(including IBNR and RBNE losses). We regularly review and update these
estimates, using the most current information available to us. Consequently,
the ultimate liability for a catastrophic loss is likely to differ from the
original estimate. Whenever we determine that any existing loss reserves are
inadequate, we are required to increase the loss reserves with a
corresponding reduction, which could be material, in our operating results in
the period in which the deficiency is identified. The establishment of new
reserves, or the adjustment of reserves for reported claims, could result in
significant upward or downward changes to our financial condition or results
of operations in any particular period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The reserve for losses and loss adjustment expenses is based upon reports
from industry sources, individual case estimates received from ceding
companies and/or their brokers, output from commercially available
catastrophe loss models and managements estimates. When a catastrophic event
occurs, we first determine which treaties may be affected using our
geographic database of exposures. We then contact the respective brokers and
ceding companies involved with those treaties, to determine their estimate of
involvement and the extent to which the reinsurance program is affected. We
may also use computer modeling to measure and estimate loss exposure under
the actual event scenario, if available. Since 1993, we have contracted
Air Worldwide Corporation for the use of their proprietary models -
currently CATRADER ® - as part of our modeling approach. These
computer-based loss modeling systems utilize A.M. Bests data and direct
exposure information obtained from our clients. Once an event occurs, we
establish a specific reserve for that event, based upon estimates of total
losses incurred by the ceding insurers as a result of the event and a
specific estimate of the portion of such loss we have reinsured.
Managements estimates are used mostly for IBNR or RBNE loss amounts. For
certain catastrophic events there is considerable uncertainty underlying the
assumptions and associated estimated reserves for losses and loss adjustment
expenses. Reserves are reviewed regularly and, as experience develops and
additional information becomes known, the reserves are adjusted as necessary.
Such adjustments, if necessary, are reflected in results of operations in
the period in which they become known. For excess of loss business, which is
generally over 90% of the premium we write, we are aided by the fact that
each treaty has a defined limit of liability arising from one event. Once
that limit has been reached, we have no further exposure to additional losses
from that treaty for the same event. For proportional treaties, we generally
use an initial estimated loss and loss expense ratio (the ratio of losses and
loss adjustment expenses incurred to premiums earned), based upon information
provided by the ceding company and our historical experience of that treaty,
if any. The estimate is adjusted as actual experience becomes known.

9



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| |  | At September 30, 2003 managements estimates for IBNR/RBNE represented
approximately 41% of total loss reserves. The majority of the estimate
related to reserves for claims from the attack on the World Trade Center,
September 2003 windstorms in various parts of the world, hailstorms and tornado losses in
April/May 2003 in the United States and Europe, the floods which affected
central and eastern Europe in August 2002, Tropical Storm Allison which
affected parts of Texas in June 2001 and reserves for proportional treaties.
In accordance with IPCRes registration under the Bermuda Insurance Act 1978
and Related Regulations (the Insurance Act), the loss reserves are
certified annually by an independent loss reserve specialist.                                                                                                                                                                                                                                                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | In accordance with our investment guidelines, our investments consist of
certain marketable equity securities and high-grade marketable fixed income
securities. Investments are carried at fair value as determined by the most
recently traded price of each security at the balance sheet date. In
accordance with Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities (SFAS 115), unrealized gains and losses are
included within Accumulated Other Comprehensive Income as a separate
component of Shareholders Equity. Realized gains and losses on sales of
investments are determined on a first-in, first-out basis. Investment income
is recorded when earned and includes the amortization of premiums and
discounts on investments.                                                                                                                                                                                                                                                                                                                                    
|
| |  | We regularly monitor the difference between the cost and fair value of our
investments, which involves uncertainty as to whether declines in value are
temporary in nature. If we believe a decline in value of a particular
investment is temporary, we record the decline as an unrealized loss as a
separate component of our shareholders equity. If we believe the decline is
other-than-temporary, we write down the cost basis of the investment to the
market price as of the reporting date and record a realized loss in our
statement of income. The determination that a security has incurred an
other-than-temporary decline in value requires the judgement of IPCs
management, which includes the views of our investment managers and a regular
review of our investments. Our assessment of a decline in value includes our
current judgement as to the financial position and future prospects of the
entity that issued the security. If that judgement changes in the future we
may ultimately record a realized loss, after having originally concluded that
the decline in value was temporary.
|
| |  | Generally, we review all securities that are trading at a significant
discount to par, amortized cost (if lower) or cost for an extended period of
time. We generally focus our attention on all securities whose market value
is less than 75% of their cost. The specific factors we consider in
evaluating potential impairment include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |  |  | 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                                                               



| |  | At September 30, 2003 our equity investments comprised three mutual funds: a
U.S. equity fund, a global equity growth fund and a fund with attributes
similar to those of the S & P 500 Index. None of the funds have a
significant concentration in any one business sector; accordingly, the value
of our equity funds is principally influenced by macro economic factors
rather than issuer-specific factors. Our investment in mutual funds is
subject to the same analyses as described above for the determination of
other-than-temporary declines in value. Since there is a portfolio of
securities within a mutual fund, the qualitative issues are usually broader
than those for individual securities and therefore the assessment of
impairment is inherently more difficult and requires more management
judgement.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | At September 30, 2003 we determined that there was no other-than-temporary
impairment of securities. At September 30, 2003 we did not hold any
securities that are not investment grade, not rated or not traded on a
recognized exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

10



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##### Table of Contents



RESULTS OF OPERATIONS, QUARTERS ENDED SEPTEMBER 30, 2003 AND 2002



| |  | The following is a discussion of the results of operations and financial
position of IPC Holdings, Ltd. References to we, our or IPC mean
IPC Holdings together with its wholly-owned subsidiaries, IPCRe and
IPCUSL. This discussion should be read in conjunction with our
Consolidated Financial Statements and related notes for the quarter and
the nine months ended September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Our net income for the quarter ended September 30, 2003 was $62.1 million,
compared to $45.8 million for the quarter ended September 30, 2002, an
increase of 36%. This increase is primarily the result of the increase in
earned premiums, as discussed below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In the quarters ended September 30, 2003 and 2002, we wrote premiums of
$45.8 million and $35.5 million, respectively, an increase of 29%.
Written premiums in the quarter were higher primarily because we wrote
new business. The premium from existing clients was approximately $1.4
million less in the third quarter of 2003 compared to the third quarter
of 2002, due to program re-structuring and foreign exchange rate
differences. Premiums from new business amounted to $10.5 million.
This was offset by business which was not renewed because of
unsatisfactory terms and conditions, which totaled approximately $2.3
million. Adjustment premiums, which are adjustments generally arising
from differences between cedents actual premium income and the original
estimates thereof, were $4.4 million higher in the third quarter of 2003
compared to the third quarter of 2002. Reinstatement premiums were $0.8
million less in the quarter ended September 30, 2003 in comparison to
the third quarter in 2002. We retroceded premiums of $1.0 million in
the third quarter of 2003, compared to $0.5 million ceded in the third
quarter of 2002. The increase reflects increased cessions to our
Property Catastrophe Aggregate Excess of Loss Reinsurance facility, as
well as the increase in retrocedants participation in our proportional
reinsurance facility, which has increased from 37% in 2002 to 60% in
2003. Net premiums earned in the quarter ended September 30, 2003 were
$77.8 million, compared to $62.9 million in the same period in 2002, an
increase of 24%. Earned premiums were higher due to the increase in
written premiums over the past twelve months, as well as the fact that
adjustment premiums are fully earned when written.
|
| |  | Net investment income was $11.7 million in the quarter ended September
30, 2003, compared to $12.4 million for the quarter ended September 30,
2002. The overall yield of the fixed income portfolio was less for the
quarter ended September 30, 2003 than for the corresponding quarter in
2002, due to lower interest rates and their adverse impact on the
reinvestment of maturing fixed income securities. This negative factor
was offset in part by the increase in the average balance of invested
assets in the quarter ended September 30, 2003, which was 19% higher
than the third quarter of 2002, because of positive operating cash flow
in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | There was a net realized gain from investments in the quarter ended
September 30, 2003 of $0.3 million, compared to a net realized loss of
$(0.8) million in the third quarter of 2002. Generally, net realized
gains and losses fluctuate from period to period, depending on the
individual securities sold, as recommended by IPCRes investment
advisor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In the three months ended September 30, 2003, we incurred net losses and loss
adjustment expenses of $15.8 million, compared to $18.9 million in the third
quarter of 2002. Losses in the third quarter of 2003 include reserves for
anticipated claims resulting from the windstorms that occurred in various
parts of the world in September, 2003, including Hurricane Isabel which
impacted several mid-Atlantic states, as well as losses from a hailstorm
which struck Vienna, Austria in May, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Acquisition costs incurred, which consist primarily of commissions and
brokerage fees paid to intermediaries for the production of business, were
$7.8 million for the quarter ended September 30, 2003, compared to $6.5
million in the corresponding period of 2002, an increase of 21%. Acquisition
costs have increased primarily because of the increase in earned premiums,
but they have not increased proportionately, because we have written more
business in 2003 where brokerage is not deducted. General and administrative
expenses were $4.7 million in the quarter ended September 30, 2003, compared
to the $3.4 million incurred in the third quarter of 2002. This increase is
due primarily to a $0.4 million increase in administrative fees which are
based on earned premiums, as well as some increases for certain operating
expenses, including salaries and benefits, which include the impact of
expensing stock grants and stock options granted to certain officers, the
increased cost of Directors and Officers liability insurance, professional
fees resulting from increased corporate governance requirements under the
Sarbanes-Oxley Act of 2002 and fees associated with the renewal of our
revolving credit facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

RESULTS OF OPERATIONS, NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002



| |  | Our net income for the nine months ended September 30, 2003 was $195.2
million, compared to $137.9 million for the first nine months of 2002, an
increase of 42%. This increase is primarily the result of the significant
increase in earned premiums, as discussed below.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



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##### Table of Contents





| |  | In the nine months ended September 30, 2003 and 2002, respectively, we
wrote premiums of $302.3 million and $242.7 million, an increase of 25%.
Written premiums in the nine months were higher primarily because we
wrote additional business for our existing clients, as well as new
business. Premiums were also higher because of increases in some
premium rates, which were generally in the range of 2% to 10% for
loss-free contracts. The additional premium from existing clients
resulting from additional business written, rate increases and foreign
exchange rate differences amounted to approximately $25.2 million.
Premiums from new business amounted to $41.4 million. These increases
were partly offset by business which was not renewed because of
unsatisfactory terms and conditions, which totaled approximately $23.4
million. Adjustment premiums were $12.3 million higher in the first
nine months of 2003 compared to the first nine months of 2002, because
of increases in cedants underlying exposures and premium volumes in
2002, in comparison to the levels originally estimated. Reinstatement
premiums were $4.0 million higher in the first nine months of 2003 in
comparison to the corresponding nine months in 2002. We retroceded
premiums of $14.7 million in the first nine months of 2003, compared to
$5.6 million ceded in the first nine months of 2002. The increase
reflects increased cessions to our Property Catastrophe Aggregate Excess
of Loss facility, as well as the increase in retrocedants participation
in our proportional reinsurance facility, which has increased from 37%
in 2002 to 60% in 2003. Net premiums earned in the nine months ended
September 30, 2003 were $224.4 million, compared to $165.8 million in
the same period in 2002, an increase of 35%. Earned premiums were
higher due to the increase in written premiums over the past twelve
months, as well as the fact that adjustment premiums are fully earned
when written.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net investment income was $35.0 million in the nine months ended
September 30, 2003, compared to $37.4 million for the nine months ended
September 30, 2002. The overall yield of the fixed income portfolio was
less for the nine months ended September 30, 2003 than for the
corresponding nine months in 2002, due to lower interest rates and their
adverse impact on the reinvestment of maturing fixed income securities.
This negative factor was offset in part by the increase in the average
balance of invested assets in the first nine months of 2003, which was
16% higher than the first nine months of 2002, because of positive
operating cash flow in the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | There was a net realized gain from investments in the nine months ended
September 30, 2003 of $6.4 million, compared to a net realized loss of
$(8.2) million in the first nine months of 2002. Generally, net
realized gains and losses fluctuate from period to period, depending on
the individual securities sold, as recommended by IPCRes investment
advisor. The loss for the first nine months of 2002 included a
write-down of $8.4 million in the cost basis of certain stocks where
management had determined there had been a decline in value which was
other than temporary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In the nine months ended September 30, 2003, we incurred net losses and loss
adjustment expenses of $38.5 million, compared to $34.2 million in the first
nine months of 2002. Losses in the nine months ended September 30, 2003
include $10.0 million in reserves for anticipated claims resulting from the
windstorms that occurred in various parts of the world in September, 2003,
including Hurricane Isabel which impacted several mid-Atlantic states, $10.0
million in respect of claims from hailstorms and tornadoes which occurred in
the United States in April and May of this year and approximately $5.9
million in respect of an increase in the ultimate expected losses for
Tropical Storm Allison which took place in June, 2001. This was the result
of an unfavourable court ruling, regarding an insurance policy coverage
dispute between a cedant and the original insured under the policy, for which
first notice of loss was provided to us on March 28, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Acquisition costs incurred were $22.6 million for the nine months ended
September 30, 2003, compared to $17.9 million in the corresponding period of
2002, an increase of 26%. Acquisition costs have increased primarily because
of the increase in earned premiums, but they have not increased
proportionately, because we have written more business in 2003 where
brokerage is not deducted. General and administrative expenses were $13.6
million in the nine months ended September 30, 2003, compared to the $9.8
million incurred in the first nine months of 2002. This increase is due
primarily to an increase of $1.5 million in administrative fees which are
based on earned premiums, as well as an increase in certain operating
expenses, including salaries and benefits, which include the impact of
expensing stock grants and stock options granted to certain officers in 2003,
the increased cost of Directors and Officers liability insurance, fees
associated with the renewal of our revolving credit facility and increased
professional fees because of increased corporate governance requirements
under the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | LIQUIDITY AND CAPITAL RESOURCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | IPC Holdings is a holding company that conducts no reinsurance operations of
its own. Its cash flows are limited to distributions from IPCRe and IPCUSL
by way of loans or dividends. The dividends that IPCRe may pay are limited
under Bermuda legislation and IPCRes revolving credit facility (described
below in this section). The Bermuda Insurance Act of 1978, and subsequent
amendments thereto, require IPCRe to maintain a minimum solvency margin and a
minimum liquidity ratio. The maximum dividend payable by IPCRe in accordance
with Bermuda regulations as of September 30, 2003 was approximately $369
million. The maximum amount IPCRe could have paid in the third quarter under
the terms of the revolving credit facility was $566 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | IPCRes sources of funds consist of premiums written, investment income, paid
losses recovered from retrocedants and proceeds from sales and redemptions of
investments. Cash is used primarily to pay losses and loss adjustment
expenses,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

12



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##### Table of Contents





| |  | premiums retroceded, brokerage commissions, excise taxes, general and
administrative expenses and dividends. The potential for a large catastrophe
means that unpredictable and substantial payments may need to be made within
relatively short periods of time, and therefore our cash flows fluctuate
significantly from period to period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net cash flows from operating activities in the nine months ended September
30, 2003 were $211.7 million compared to $139.7 million in the first three
quarters of 2002. The increase is primarily the result of the significant
increase in premium volume, combined with a reduction in net claims paid
during the period, which were $45.0 million in the nine months ended
September 30, 2003, compared to $69.6 million in the first three quarters of
2002. A significant proportion of the claims paid in 2003 relate to the
attack on the World Trade Center.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Net cash outflows from investing activities in the nine months ended
September 30, 2003 were $183.6 million. Cash and cash equivalents increased
by $3.0 million in the nine months ended September 30, 2003, resulting in a
balance of $19.7 million at September 30, 2003. At September 30, 2003, 56%
of IPCs fixed maturity investment portfolio (based on fair value) was held
in securities rated AAA, and 25% was held in securities rated AA. The
average modified duration of IPCs fixed maturity portfolio was 2.5 years.
At June 30, 2003 our $150 million revolving credit facility expired and was
replaced with a new, three year facility in the amount of $200 million
effective July 1, 2003, with substantially the same terms and conditions,
although covenants with respect to dividends and minimum net worth have been
amended. The new facility is provided by a syndicate of lenders led jointly
by Bank One N.A. and Citibank N.A. We believe that this facility, together
with the relatively short duration and high quality of IPCs investment
portfolio, will provide sufficient liquidity to meet IPCs cash demands.
|
| |  | IPCRe is not a licensed insurer in the United States and therefore, under the
terms of most of its contracts with U.S.-based companies, must provide
security to reinsureds to cover unpaid liabilities in a form acceptable to
state insurance commissioners. Typically, this type of security takes the
form of a letter of credit issued by an acceptable bank, the establishment of
a trust, or a cash advance. Currently IPCRe obtains letters of credit
through one commercial bank pursuant to a $100.0 million facility. In turn,
IPCRe provides the bank security by giving the bank a lien over certain of
IPCRes investments in an amount not to exceed the aggregate letters of
credit outstanding to a maximum of $118.0 million. At September 30, 2003,
there were outstanding letters of credit of $55.1 million. If we were unable
to obtain the necessary credit, IPCRe could be limited in its ability to
write business for our clients in the United States.                                                                                                                                                                     
|
| |  | Our investment portfolio does not currently include options, warrants, swaps,
collars or similar derivative instruments. Our investment policy guidelines
provide that financial futures and options and foreign exchange contracts may
not be used in a speculative manner, but may be used, subject to certain
numerical limits, only as part of a defensive strategy to protect the market
value of the portfolio. Also, our portfolio does not contain any investments
in real estate or mortgage loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Neither the Company, IPCRe nor IPCUSL have any material commitments for
capital expenditures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Off Balance Sheet Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Neither the Company nor any of its subsidiaries has any other forms of
off-balance sheet arrangements, other than those disclosed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

13



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##### Table of Contents





| |  | Transactions with Non-Independent Parties                                                                                                                                                                                               
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following is a summary of amounts in respect of significant
non-independent party transactions during the nine month periods ended
September 30, 2003 and September 30, 2002, respectively (expressed in
thousands of U.S. dollars):

|                                                                     |  |   |                    |  |                    |   |        |  | 
|-------------------------------------------------------------------- |  | - | ------------------ |  | ------------------ | - | ------ |  | 
|                                                                     |  |   | September 30, 2003 |  | September 30, 2002
|                                                                     |  |   |                    |  |                   
|Administrative services fees (included in General & Admin. expenses) |  | $ | 5,878              |  |                    | $ | 4,265  | 
|Investment fees netted against investment income:                    |  | $ | 2,330              |  |                    | $ | 1,165  | 
|Underwriting services fee income (included in Other income)          |  | $ | 2,400              |  |                    | $ | 2,629  | 
|Premiums written                                                     |  | $ | 34,231             |  |                    | $ | 36,387 | 
|Premiums ceded                                                       |  | $ | 1,002              |  |                    | $ | 596    | 



| |  | Underwriting services fee income is a percentage of the premiums written on
behalf of one client, which is related to shareholders of the Company. Fees
are accrued and taken into income based on the premiums earned each quarter.                                                                                                                                
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In addition, IPCRe assumed premiums through a broker related to a shareholder
of the Company. Generally, such premiums represented less than 5% of total
premiums assumed. Brokerage fees incurred on such premiums were generally
10% of the premium.                                                                                                              
|
| |  | For a discussion of certain of our contractual relationships with
non-independent parties, please see Certain Relationships and Related
Transactions in our definitive Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on April 28, 2003 and incorporated by
reference into our Form 10-K for the year ended December 31, 2002.
|
| |  | All transactions with related parties are conducted at arms length, with
normal terms and conditions applicable. Neither the Company nor any of its
subsidiaries have entered into any other significant transactions with
non-independent parties.                                                                                                                




Item 3. Quantitative and Qualitative Disclosures about Market Risk



| |  | The investment portfolio of IPCRe is exposed to market risk. Market risk is
the risk of loss of fair value resulting from adverse fluctuations in
interest rates, foreign currency exchange rates and equity prices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Measuring potential losses in fair values has become the focus of risk
management efforts by many companies. Such measurements are performed
through the application of various statistical techniques. One such
technique is Value at Risk (VaR). VaR is a summary statistical measure
that uses historical interest and foreign currency exchange rates and equity
prices and estimates of the volatility and correlation of each of these rates
and prices to calculate the maximum loss that could occur within a given
statistical confidence level and time horizon.                                                                                                                                                                                                                                                                                                            
|
| |  | We believe that statistical models alone do not provide a reliable method of
monitoring and controlling market risk. While VaR models are relatively
sophisticated, the quantitative market risk information is limited by the
assumptions and parameters established in creating the related models.
Therefore, such models are tools and do not substitute for the experience or
judgement of senior management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Our investment managers performed a VaR analysis to estimate the maximum
potential loss of fair value for each segment of market risk for our
investment portfolio, as of September 30, 2003, June 30, 2003, March 31, 2003
and December 31, 2002. The analysis calculated the VaR with respect to the
net fair value of our financial instrument assets, which includes cash and
cash equivalents, certain equity and high grade fixed maturity securities, as
of September 30, 2003 using historical simulation methodology. As of
September 30, 2003 the VaR of IPCRes investment portfolio was approximately
$23.0 million, which represents a 95th percentile value change over a
one-month time horizon. This result was obtained through historical
simulation using approximately 750 days (3 years) of historical interest
rate, foreign exchange rate and equity market data.

14



---



##### Table of Contents





| |  | The following table presents the VaR of each component of market risk of
IPCRes investment portfolio as of September 30, 2003, June
30, 2003, March 31, 2003 and
December 31, 2002, respectively, and the average for the nine months ended
September 30, 2003 calculated using the beginning, quarterly and ending
points (expressed in thousands of U.S. dollars):
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Market Risk

|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  |                  |         |  
|----------------------- |  | --------- | ------- | -------- |  | --------- | ------ | ------------ |  | ------------- | ------ | - |  | - | ------- | - |  | ---------------- | ------- | -
|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  | Average for nine
|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  | months ended    
|                        |  | September |         | June 30, |  | March 31, |        | December 31, |  | September 30,
|                        |  | 30, 2003  |         | 2003     |  | 2003      |        | 2002         |  | 2003         
|                        |  |           |         |          |  |           |        |              |  |              
|Currency                |  | $         | 1,549   |          |  | $         | 1,268  |              |  | $             | 1,042  |   |  | $ | 1,093   |   |  | $                | 1,237   |  
|Interest Rate           |  |           | 11,182  |          |  |           | 6,604  |              |  |               | 7,193  |   |  |   | 7,938   |   |  |                  | 8,229   |  
|Equity                  |  |           | 26,501  |          |  |           | 23,092 |              |  |               | 18,393 |   |  |   | 18,397  |   |  |                  | 21,596  |  
|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  |                  |         |  
|Sum of Risk             |  |           | 39,232  |          |  |           | 30,964 |              |  |               | 26,628 |   |  |   | 27,428  |   |  |                  | 31,062  |  
|Diversification Benefit |  |           | (16,245 | )        |  |           | (8,937 | )            |  |               | (9,434 | ) |  |   | (10,102 | ) |  |                  | (11,178 | )
|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  |                  |         |  
|Total Net Risk          |  | $         | 22,987  |          |  | $         | 22,027 |              |  | $             | 17,194 |   |  | $ | 17,326  |   |  | $                | 19,884  |  
|                        |  |           |         |          |  |           |        |              |  |               |        |   |  |   |         |   |  |                  |         |  



| |  | The increase in VaR from equities and the subsequent increase in the overall
VaR is because of an increase in the value of equities. IPCRes premiums
receivable and liabilities for losses from reinsurance contracts it has
written, are also exposed to the risk of changes in value resulting from
fluctuations in foreign currency exchange rates. To an extent, the impact on
loss reserves of a movement in an exchange rate, will be partly offset by the
impact on assets (receivables and cash/investments) denominated in the same
currency, or vice versa. As of September 30, 2003 an estimated 34% or $33
million (September 30, 2002 - 30% or $25 million) of reinsurance premiums
receivable, and an estimated $31 million (September 30, 2002 - $19 million)
of loss reserves, were denominated in non-U.S. currencies. Accordingly, we
do not believe that the impact of exchange rate movements in respect of
receivables or loss reserves on our overall VaR as of September 30, 2003 to
be material.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 4. Controls and Procedures



| |  | An evaluation was carried out under the supervision and with the
participation of the Companys management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-14(c) and 15d-15(e) under the Securities Exchange Act of 1934). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, the
design and operation of these disclosure controls and procedures were
effective. No significant changes were made in our internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note on Forward-Looking Statements



| |  | This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements other than historical information or statements of current
condition, including but not limited to expectations regarding market cycles,
renewals and our ability to increase written premium volume and improve
profit margins, market conditions, the impact of current market conditions
and trends on future periods, the impact of our business strategy on our
results, trends in pricing and claims and the insurance and reinsurance
market response to catastrophic events. Some forward-looking statements may
be identified by our use of terms such as believes, anticipates,
intends, or expects and relate to our plans and objectives for future
operations. In light of the risks and uncertainties inherent in all
forward-looking statements, the inclusion of such statements in this report
should not be considered as a representation by us or any other person that
our objectives or plans will be achieved. We do not intend, and are under no
obligation, to update any forward-looking statement contained in this report.
The largest single factor in our results has been and will continue to be
the severity or frequency of catastrophic events, which is inherently
unpredictable. Numerous factors could cause our actual results to differ
materially from those in the forward-looking statements, including, but not
limited to, the following: (i) the occurrence of natural or man-made
catastrophic events with a frequency or severity exceeding our estimates;
(ii) any lowering or loss of one of the financial ratings of IPC Holdings
wholly owned subsidiary, IPCRe Limited (IPCRe and together with the
Company, IPCRe Europe (as defined herein) and IPCRe Underwriting Services (as
defined herein), we or IPC); (iii) a decrease in the level of demand for
property catastrophe reinsurance, or increased competition owing to increased
capacity of property catastrophe reinsurers; (iv) the effect of competition
on market trends and pricing; (v) the adequacy of our loss reserves; (vi)
loss of our non-admitted status in United States jurisdictions or the passage
of federal or state legislation subjecting us to supervision or regulation in
the United States; (vii) challenges by insurance regulators in the United
States to our claim of exemption from insurance regulation under current
laws; (viii) a contention by the United States Internal Revenue Service that
we are engaged in the conduct of a trade or business within the U.S.; (ix)
loss of services of any one of our executive officers; (x) changes in
interest rates and/or equity values in the United States of America and
elsewhere; or (xi) changes in exchange rates and greater than expected
currency exposure.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



---



##### Table of Contents






PART IIOTHER INFORMATION




|        |  |      |  |                  
|------- |  | ---- |  | -----------------
|Item 1. |  |      |  | Legal Proceedings
|       
|        |  | NONE |  |                  




|        |  |      |  |                                          
|------- |  | ---- |  | -----------------------------------------
|Item 2. |  |      |  | Changes in Securities and Use of Proceeds
|       
|        |  | NONE |  |                                          




|        |  |      |  |                                
|------- |  | ---- |  | -------------------------------
|Item 3. |  |      |  | Defaults upon Senior Securities
|       
|        |  | NONE |  |                                




|        |  |      |  |                                                    
|------- |  | ---- |  | ---------------------------------------------------
|Item 4. |  |      |  | Submission of Matters to a Vote of Security Holders
|       
|        |  | NONE |  |                                                    




|        |  |      |  |                  
|------- |  | ---- |  | -----------------
|Item 5. |  |      |  | Other Information
|       
|        |  | NONE |  |                  

16



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##### Table of Contents






Item 6. Exhibits and Reports on Form 8-K



| |  | (a) Exhibits                                                                                                                                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Unless otherwise indicated, exhibits are incorporated by
reference to the corresponding numbered exhibits to the Companys
Registration Statement on Form S-1 (Registration No. 333-00088).



|           |  |                                                                                                                                                                                                                                                      
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit    |  |                                                                                                                                                                                                                                                      
|Number     |  | Description                                                                                                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                                      
|3.1        |  | 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                                                                                                                                                                                                      
|           |  |                                                                                                                                                                                                                                                      
|11.1    ç  |  | Reconciliation of basic and diluted net income per common share (EPS)                                                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|31.1    ç  |  | Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|31.2    ç  |  | Certification by Chief Financial Officer, as required by Section
302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|32.1    ** |  | Certification by Chief Executive Officer, as required by Section
906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|32.2    ** |  | Certification by Chief Financial Officer, as required by Section
906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|ç          |  | Filed herewith                                                                                                                                                                                                                                       
|           |  |                                                                                                                                                                                                                                                      
|+          |  | Incorporated by reference to our filing on Form 8-A/A (No. 000-27662) filed on July 9, 2003.                                                                                                                                                         
|           |  |                                                                                                                                                                                                                                                      
|**         |  | 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.



| |  | (b) Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | On July 23 2003, the Company filed a Form 8-K current report
(date of earliest event reported: July 22, 2003) (a) advising
that the company had announced its financial results for the
fiscal quarter ended June 30, 2003 via a press release, and (b)
furnishing such statements. In accordance with the procedural
guidance in SEC Release No. 33-8216, the information in this Form
8-K and the Exhibit attached hereto is being furnished under
Item 9. Regulation FD Disclosure rather than under Item 12.
Results of Operations and Financial Condition.

17



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##### Table of Contents



IPC HOLDINGS, LTD.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  |                                                                
|----------------------- |  | ---------------------------------------------------------------
|                        |  | IPC Holdings, Ltd.                                             
|                        |  |                                                                
|                        |  | (Registrant)                                                   
|                        |  |                                                                
|Date
October 28th, 2003 |  | /s/ James P. Bryce                                             
|                        |  |                                                                
|                        |  | James P. Bryce
President and Chief Executive Officer           
|                        |  |                                                                
|Date October 28th, 2003 |  | /s/ John R. Weale                                              
|                        |  |                                                                
|                        |  | John R. Weale
Senior Vice President and Chief Financial Officer

18



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##### Table of Contents






EXHIBIT INDEX

Unless otherwise indicated, exhibits are incorporated by reference to the
corresponding numbered exhibits to the Companys Registration Statement on
Form S-1 (Registration No. 333-00088).

|           |  |                                                                                                                                                                                                                                                      
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit    |  |                                                                                                                                                                                                                                                      
|Number     |  | Description                                                                                                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                                      
|3.1        |  | 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                                                                                                                                                                                                      
|           |  |                                                                                                                                                                                                                                                      
|11.1    ç  |  | Reconciliation of basic and diluted net income per common share (EPS)                                                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|31.1    ç  |  | Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|31.2    ç  |  | Certification by Chief Financial Officer, as required by Section
302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|32.1    ** |  | Certification by Chief Executive Officer, as required by Section
906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|32.2    ** |  | Certification by Chief Financial Officer, as required by Section
906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                      
|ç          |  | Filed herewith                                                                                                                                                                                                                                       
|           |  |                                                                                                                                                                                                                                                      
|+          |  | Incorporated by reference to our filing on Form 8-A/A (No. 000-27662) filed on July 9, 2003.                                                                                                                                                         
|           |  |                                                                                                                                                                                                                                                      
|**         |  | 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.

19