##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended:March 31, 2006
 OR
 o
    
    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.
  Bermuda
    
    Not Applicable(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 29 Richmond Road, Pembroke, HM 08, Bermuda
 
  (441) 298-5100
 
   þ o
 þ o
  þ o o
 o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sale of Equity Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-11.1: RECONCILIATION OF BASIC AND DILUTED NET LOSS PER COMMON SHAREEX-12.1: STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
  As of
    
    
    As ofMarch 31, 2006
    
    
    December 31, 2005(unaudited)ASSETS:Fixed maturity investments:Available for sale, at fair value
(amortized cost 2006: $1,995,869;
2005: $2,014,735)
    
    $
    1,970,738
    
    
    $
    1,998,606Equity investments, available for sale at fair
value (cost 2006: $423,236; 2005: $420,910)
    
    
    555,341
    
    
    
    530,127Cash and cash equivalents
    
    
    25,152
    
    
    
    31,113Reinsurance premiums receivable
    
    
    258,729
    
    
    
    180,798Deferred premiums ceded
    
    
    7,921
    
    
    
    4,120Loss and loss adjustment expenses recoverable
    
    
    715
    
    
    
    1,054Accrued investment income
    
    
    21,456
    
    
    
    19,885Deferred acquisition costs
    
    
    21,345
    
    
    
    7,843Prepaid expenses and other assets
    
    
    8,124
    
    
    
    4,735TOTAL ASSETS
    
    $
    2,869,521
    
    
    $
    2,778,281LIABILITIES:Reserve for losses and loss adjustment expenses
    
    $
    950,144
    
    
    $
    1,072,056Unearned premiums
    
    
    210,337
    
    
    
    66,311Reinsurance premiums payable
    
    
    8,013
    
    
    
    4,991Deferred fees and commissions
    
    
    2,458
    
    
    
    1,363Accounts payable and accrued liabilities
    
    
    19,336
    
    
    
    17,1601,190,288
    
    
    
    1,161,881SHAREHOLDERS EQUITY:Common shares outstanding, par value U.S.
$0.01: 2006: 63,702,211; 2005: 63,666,368
shares)
    
    
    637
    
    
    
    637Preferred shares  Series A mandatory
convertible preferred shares outstanding, par
value $0.01: 2006: 9,000,000; 2005: 9,000,000
    
    
    90
    
    
    
    90Additional paid-in capital
    
    
    1,474,283
    
    
    
    1,473,257Deferred stock grant compensation
    
    
    (2,807
    )
    
    
    (2,492
    )Retained earnings
    
    
    100,362
    
    
    
    52,126Accumulated other comprehensive income
    
    
    106,668
    
    
    
    92,7821,679,233
    
    
    
    1,616,400TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    2,869,521
    
    
    $
    2,778,281
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##### Table of Contents



IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
  Quarter ended March 31,2006
    
    
    2005(unaudited)
    
    
    (unaudited)REVENUES:Gross premiums written
    
    $
    235,593
    
    
    $
    205,841Change in unearned premiums
    
    
    (144,026
    )
    
    
    (119,119
    )Premiums earned
    
    
    91,567
    
    
    
    86,722Reinsurance premiums ceded
    
    
    (8,425
    )
    
    
    (9,023
    )Change in deferred premiums ceded
    
    
    3,801
    
    
    
    4,339Premiums ceded
    
    
    (4,624
    )
    
    
    (4,684
    )Net premiums earned
    
    
    86,943
    
    
    
    82,038Net investment income
    
    
    24,604
    
    
    
    17,515Net realized (losses) gains on investments
    
    
    (12,614
    )
    
    
    (3,210
    )Other income
    
    
    837
    
    
    
    1,10999,770
    
    
    
    97,452EXPENSES:Net losses and loss adjustment expenses
    
    
    22,096
    
    
    
    37,936Net acquisition costs
    
    
    8,789
    
    
    
    8,122General and administrative expenses
    
    
    6,349
    
    
    
    6,016Net exchange (gain) loss
    
    
    (111
    )
    
    
    1,42337,123
    
    
    
    53,497NET INCOME
    
    
    62,647
    
    
    
    43,955Dividends on preferred shares
    
    
    4,234
    
    
    
    Net income available to common shareholders
    
    $
    58,413
    
    
    $
    43,955Basic net income per common share
    
    $
    0.92
    
    
    $
    0.91Diluted net income per common share
    
    $
    0.86
    
    
    $
    0.91Weighted average number of common shares -
basic
    
    
    63,612,760
    
    
    
    48,330,812Weighted average number of common shares -
diluted
    
    
    72,618,979
    
    
    
    48,429,102
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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Quarter ended March 31,2006
    
    
    2005(unaudited)
    
    
    (unaudited)NET INCOME
    
    $
    62,647
    
    
    $
    43,955Other comprehensive income (loss):Net holding gains (losses) on
investments during period
    
    
    1,272
    
    
    
    (28,336
    )Reclassification adjustment for
losses (gains) included in net
income
    
    
    12,614
    
    
    
    3,21013,886
    
    
    
    (25,126
    )COMPREHENSIVE INCOME
    
    
    76,533
    
    
    $
    18,829
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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  As of
    
    
    As ofMarch 31, 2006
    
    
    December 31, 2005(unaudited)COMMON SHARES PAR VALUE $0.01:Balance, beginning of year
    
    $
    637
    
    
    $
    484Additional shares issued
    
    
    
    
    
    
    153Balance, end of period
    
    $
    637
    
    
    $
    637PREFERRED SHARES PAR VALUE $0.01Balance beginning of year
    
    $
    90
    
    
    $
    Additional shares issued
    
    
    
    
    
    
    90Balance, end of period
    
    $
    90
    
    
    $
    90ADDITIONAL PAID-IN CAPITAL:Balance, beginning of year
    
    $
    1,473,257
    
    
    $
    854,797Shares issued
    
    
    
    
    
    
    617,561Shares repurchased
    
    
    
    
    
    
    (1,334
    )Stock options and grants awarded
    
    
    1,026
    
    
    
    2,233Balance, end of period
    
    $
    1,474,283
    
    
    $
    1,473,257DEFERRED STOCK GRANT
COMPENSATION:Balance, beginning of year
    
    $
    (2,492
    )
    
    $
    (2,899
    )Stock grants awarded
    
    
    (682
    )
    
    
    (1,316
    )Stock grants forfeited
    
    
    
    
    
    
    454Amortization
    
    
    367
    
    
    
    1,269Balance, end of period
    
    $
    (2,807
    )
    
    $
    (2,492
    )RETAINED EARNINGS:Balance, beginning of year
    
    $
    52,126
    
    
    $
    724,907Net income (loss)
    
    
    62,647
    
    
    
    (623,399
    )Reduction on share repurchase
    
    
    
    
    
    
    (1,738
    )Dividends paid and accrued
    
    
    (14,411
    )
    
    
    (47,644
    )Balance, end of period
    
    $
    100,362
    
    
    $
    52,126ACCUMULATED OTHER COMPREHENSIVE
INCOME:Balance, beginning of year
    
    $
    92,782
    
    
    $
    91,150Other comprehensive income
    
    
    13,886
    
    
    
    1,632Balance, end of period
    
    $
    106,668
    
    
    $
    92,782TOTAL SHAREHOLDERS EQUITY
    
    $
    1,679,233
    
    
    $
    1,616,400
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IPC HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three months ended March 31,2006
    
    
    2005(unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    62,647
    
    
    $
    43,955Adjustments to reconcile net income to cash provided
by operating activities:Amortization of fixed maturity premiums
(discounts), net
    
    
    (2,261
    )
    
    
    3,788Net realized losses on investments
    
    
    12,614
    
    
    
    3,210Stock compensation
    
    
    710
    
    
    
    738Changes in:Reinsurance premiums receivable
    
    
    (77,931
    )
    
    
    (92,061
    )Deferred premiums ceded
    
    
    (3,801
    )
    
    
    (4,339
    )Loss and loss adjustment expenses recoverable
    
    
    339
    
    
    
    (72
    )Accrued investment income
    
    
    (1,571
    )
    
    
    143Deferred acquisition costs
    
    
    (13,502
    )
    
    
    (11,614
    )Prepaid expenses and other assets
    
    
    (3,389
    )
    
    
    (2,724
    )Reserve for losses and loss adjustment expenses
    
    
    (121,912
    )
    
    
    (17,824
    )Unearned premiums
    
    
    144,026
    
    
    
    119,119Reinsurance premiums payable
    
    
    3,022
    
    
    
    4,261Deferred fees and commissions
    
    
    1,095
    
    
    
    1,678Accounts payable and accrued liabilities
    
    
    2,747
    
    
    
    2,279Cash provided by operating activities
    
    
    2,833
    
    
    
    50,537CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of fixed maturity investments
    
    
    (398,327
    )
    
    
    (519,632
    )Proceeds from sale of fixed maturity investments
    
    
    340,840
    
    
    
    482,403Proceeds from maturities of fixed maturity investments
    
    
    66,000
    
    
    
    5,850Purchases of equity investments
    
    
    (2,325
    )
    
    
    (4,903
    )Proceeds from sale of equity investments
    
    
    
    
    
    
    Cash provided by (used in) investing activities
    
    
    6,188
    
    
    
    (36,282
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from share issuance
    
    
    
    
    
    
    105Cash dividends paid to shareholders
    
    
    (14,982
    )
    
    
    (11,599
    )Cash used by financing activities
    
    
    (14,982
    )
    
    
    (11,494
    )Net (decrease) increase in cash and cash equivalents
    
    
    (5,961
    )
    
    
    2,761Cash and cash equivalents, beginning of period
    
    
    31,113
    
    
    
    27,898Cash and cash equivalents, end of period
    
    $
    25,152
    
    
    $
    30,659
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IPC HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 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 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 three month periods ended March 31, 2006
and 2005, respectively, the balance sheet as of March 31, 2006 and the cash flows for the
three months ended March 31, 2006 and 2005, respectively. These interim consolidated
financial statements should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 2005, in 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 February 15, we paid a preference dividend of $0.533932 per Series A Mandatory Convertible
preferred share, to shareholders of record on January 31, 2006.On March 23, 2006 we paid a common stock dividend of $0.16 per share to common stock shareholders
of record on March 7, 2006.On April 25, 2006 we declared a preference dividend of $0.475781 per Series A Mandatory
Convertible preferred share to be paid on May 15, 2006, to shareholders of record on May 1, 2006.On April 25, 2006 we declared a common stock dividend of $0.16 per common share to be paid on
June 22, 2006, to shareholders of record on June 6, 2006.3.
    
    ACCOUNTING FOR STOCK-BASED COMPENSATION AND DISCLOSURE:Effective January 1, 2006, management adopted the fair value method of accounting for stock-based
employee compensation as prescribed by Financial Accounting Standards Board (FASB) issued
Statement No. 123 (Revised 2004) Share-Based Payment (SFAS 123R). SFAS 123R requires
entities to measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. The cost of such services will be
recognized over the period during which an employee is required to provide service in exchange
for the award. Since 2003 the Company has expensed compensation costs for stock options on a
prospective basis for all awards granted, modified or settled after January 1, 2003 in accordance
with Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation and Disclosure.SFAS 123R requires expected forfeitures to be included in determining share-based employee
compensation expense. Prior to the adoption of SFAS 123R, forfeiture benefits were recorded
as a reduction to compensation expense when an employee left the Company and forfeited the
award. The transition impact of adopting SFAS 123R as of January 1, 2006, including the
effect of accruing for expected forfeitures on outstanding share-based awards, was not
material to our results of operations for the three months ended March 31, 2006. In
addition, SFAS 123R requires the immediate expensing of share-based awards granted to
retirement-eligible employees. Share-based awards granted to retirement-eligible employees
prior to the adoption of SFAS 123R must continue to be amortized over the stated service
period of the award (and accelerated if the employee actually retires). Consequently, our
compensation and benefits expenses in the year ending December 31, 2006 (and, to a lesser
extent, in the years ending December 31, 2007 and 2008) will include both the amortization
(and acceleration, if any) of awards granted to retirement-eligible employees prior to the
adoption of SFAS 123R as well as the full grant-date fair value of new awards granted to
such employees under SFAS 123R. The estimated annual non-cash expense in the year ending
December 31, 2006 associated with the continued amortization of share-based awards granted
to retirement-eligible employees prior to the adoption of SFAS 123R is approximately $676,
of which $169 was recognized in the quarter ended March 31, 2006.On June 13, 2003 the shareholders approved a new stock incentive plan. The plan allows for the
issuance of up to five hundred thousand common shares, $0.01 par value, as grants of restricted
stock to selected employees to compensate them for their contributions to the long-term growth
and profits of the Company. Pursuant to SFAS 123R, compensation
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expense is recorded ratably
based on the fair value of the grants at the date of grant (i) over the vesting period (ii)
immediately for grants awarded to retirement-eligible employees or (iii) over the period from the
grant date until the date when retirement-eligibility is achieved if earlier than vesting date.
Such units vest at a rate of 25% annually and are expensed on the straight line basis, but are
recorded as outstanding upon issuance (regardless of the vesting period). The charge recorded
for the quarter ended March 31, 2006 for grants of restricted stock was $367 (2005: $345).The activity related to these restricted stock units is set forth below:
 Weighted average grant-date fairRestricted stock units
    
    value of restricted stock unitsoutstanding
    
    outstandingFuture
    
    No future
    
    Future
    
    No futureservice
    
    service
    
    service
    
    servicerequired
    
    required(2)
    
    required
    
    required(2)Outstanding, beginning of period
    
    
    49,984
    
    
    
    54,375
    
    
    
    36.44
    
    
    
    36.04Granted (1)
    
    
    15,477
    
    
    
    12,224
    
    
    
    23.10
    
    
    
    26.55Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    16,356
    
    
    
    17,344
    
    
    
    36.29
    
    
    
    35.74Outstanding, end of period
    
    
    49,105
    
    
    
    49,255
    
    
    
    32.29
    
    
    
    33.79
 
 (1)
    
    The weighted average grant-date fair value of restricted stock units granted for
the quarter ended March 31, 2006 was $24.62 per unit, compared
with $40.56 per unit for the
same prior year period.(2)
    
    Restricted stock units are deemed to vest immediately for retirement-eligible
employees. The Company adopted a Stock Option Plan (the Option Plan), effective February 15, 1996. This
Option Plan was amended and approved by the shareholders in 1999 and further amended and approved
in 2003 and 2005. Under the last amended Option Plan, approved by shareholders in June 2005, at
the discretion of the Compensation Committee of the Board of Directors (the Committee), the
Company may grant to certain employees up to 2,327,500 common shares, $0.01 par value. The
exercise price of the options granted under the Option Plan shall be as determined by the
Committee in its sole discretion, including, but not limited to, the book value per share or the
publicly traded market price per share.On February 15, 1996 and July 25, 1996, the Company
granted options to acquire 85,249 common shares to officers and
management employees at an exercise price of $16.54 per common share
which equaled the book value per common share as of December 31, 1995. Between January 2,
1997 and March 31, 2006, the Company granted options to acquire common shares to officers
and management employees at exercise prices ranging from $13.375 to $43.03 per common share,
which equaled the opening market prices on the dates of grant. Such options vest at a rate
of 25% annually, are recorded on the straight line basis and lapse on the tenth anniversary
of issue. The Option Plan contains different vesting conditions to the restricted stock
unit plan and therefore we do not deem options granted for retirement-eligible employees as
vesting immediately. The amount of the charge recorded in the three months ended March 31,
2006 for awards of stock options was $343 (2005: $393).The following table illustrates the effect on net loss 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 123R.
 Quarter ended March 31,2006
    
    
    2005(unaudited)
    
    
    (unaudited)Net income, as reported
    
    $
    62,647
    
    
    $
    43,955Add: Stock-based employee expense
    
    
    710
    
    
    
    738Deduct: Total stock-based employee expense
determined under fair value based method
for all awards.
    
    
    (818
    )
    
    
    (1,028
    )Pro forma net income
    
    
    62,539
    
    
    
    43,655Dividends on preferred shares
    
    
    4,234
    
    
    
    Net income available to common shareholders
    
    $
    58,305
    
    
    $
    43,655Earnings per share:Basic  as reported
    
    $
    0.92
    
    
    $
    0.91Basic  pro forma
    
    $
    0.92
    
    
    $
    0.91Diluted  as reported
    
    $
    0.86
    
    
    $
    0.91Diluted  pro forma
    
    $
    0.86
    
    
    $
    0.91
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March 31, 20062006
    
    
    2005Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averageNumber of
    
    
    exercise
    
    
    Number of
    
    
    exerciseshares
    
    
    price
    
    
    shares
    
    
    priceOutstanding, beginning of period
    
    
    452,125
    
    
    $
    36.47
    
    
    
    474,625
    
    
    $
    31.43Granted
    
    
    162,500
    
    
    $
    28.00
    
    
    
    169,000
    
    
    $
    43.03Exercised
    
    
    
    
    
    $
    
    
    
    
    21,500
    
    
    $
    25.63Forfeited
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Outstanding, end of period
    
    
    614,625
    
    
    $
    34.23
    
    
    
    622,125
    
    
    $
    34.78Exercisable, end of period
    
    
    220,250
    
    
    $
    25.99
    
    
    
    239,000
    
    
    $
    28.46Weighted average fair value of
options granted (per share)
    
    
    
    
    
    $
    8.99
    
    
    
    
    
    
    $
    15.07
    Weightedaverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedOutstanding at
    
    
    contractual
    
    
    average
    
    
    Exercisable at
    
    
    averageRange of
    
    March 31,
    
    
    period in
    
    
    exercise
    
    
    March 31,
    
    
    exerciseexercise price
    
    2006
    
    
    years
    
    
    price
    
    
    2006
    
    
    price$13-19
    
    
    7,500
    
    
    
    3.05
    
    
    
    15.61
    
    
    
    7,500
    
    
    
    15.61$19-25
    
    
    11,500
    
    
    
    3.53
    
    
    
    21.83
    
    
    
    11,500
    
    
    
    21.83$25-31
    
    
    230,625
    
    
    
    8.57
    
    
    
    27.96
    
    
    
    55,000
    
    
    
    27.85$31-37
    
    
    83,750
    
    
    
    5.93
    
    
    
    31.65
    
    
    
    53,125
    
    
    
    31.71$37-43
    
    
    128,750
    
    
    
    7.75
    
    
    
    38.90
    
    
    
    55,000
    
    
    
    38.90$43-49
    
    
    152,500
    
    
    
    8.75
    
    
    
    43.03
    
    
    
    38,125
    
    
    
    43.03Total
    
    
    614,625
    
    
    
    
    
    
    
    
    
    
    
    220,250
 As of March 31, 2006, there was $6,609 of total unrecognized compensation cost related to
unvested share-based compensation arrangements. This cost is expected to be recognized over a
weighted average period of 2.48 years.
 NEW ACCOUNTING PRONOUNCEMENTS
 
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Critical Accounting Policies
  Premiums
  Loss Reserves
   ®
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Investments
    
    
    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
    11




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##### Table of Contents



RESULTS OF OPERATIONS, QUARTERS ENDED MARCH 31, 2006 AND 2005
 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 ended March 31,
2006.
        12




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES


rd th
 
 13




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##### Table of Contents



Off Balance Sheet Arrangements
  Transactions with Non-Independent Parties
  March 31, 2006
    
    March 31, 2005Administrative services fees (included in
General & Admin. expenses)
    
    $
    2,284
    
    
    $
    2,168Investment fees netted against investment income:
    
    $
    1,016
    
    
    $
    769Underwriting services fee income (included in Other income)
    
    $
    837
    
    
    $
    1,109Premiums written
    
    $
    18,404
    
    
    $
    24,587Premiums ceded
    
    $
    662
    
    
    $
    664
     
 14




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk


Average forthree monthsMarch 31,
    
    December 31,
    
    ended March 31,Market Risk
    
    2006
    
    2005
    
    2006Currency
    
    $
    3,188
    
    
    $
    2,445
    
    
    $
    2,817Interest Rate
    
    
    37,363
    
    
    
    36,626
    
    
    
    36,994Equity (incl. hedge fund)
    
    
    18,786
    
    
    
    19,821
    
    
    
    19,303Sum of Risk
    
    
    59,337
    
    
    
    58,892
    
    
    
    59,114Diversification Benefit
    
    
    (19,657
    )
    
    
    (21,188
    )
    
    
    (20,422
    )Total Net Risk
    
    $
    39,680
    
    
    $
    37,704
    
    
    $
    38,692
  
 Item 4. Controls and Procedures
  Note on Forward-Looking Statements
  15




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16




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 There have been no material changes to the risk factors previously described in Part I,
Item 1A of our annual report on Form 10-K for the year ended December 31, 2005.
 
 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
 NONE
 
 Item 3. Defaults upon Senior Securities
 NONE
 
 Item 4. Submission of Matters to a Vote of Security Holders
 On February 21, 2006 a Special General Meeting of shareholders was
held. At the meeting, shareholders were asked to vote upon the
resolutions set forth below. The following tabulation indicates
the number of shares present in person or by proxy at such meeting
and the number of such shares for or against, or withheld, or
abstaining, with respect to each resolution after giving affect to
the voting limitations contained in the Companys Bye Laws:
  FOR
    
    AGAINST
    
    ABSTAIN/WITHHELD43,136,814
    
    4,791,748
    
    451,848
  FOR
    
    AGAINST
    
    ABSTAIN/WITHHELD44,094,283
    
    4,271,019
    
    15,108
  FOR
    
    AGAINST
    
    ABSTAIN/WITHHELD43,564,952
    
    4,811,283
    
    4,175
  FOR
    
    AGAINST
    
    ABSTAIN/WITHHELD/NON-VOTE34,845,797
    
    10,908,660
    
    2,625,953
  
 Item 5. Other Information
 NONE
 17




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##### Table of Contents



Item 6. Exhibits
 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).
 ExhibitNumber
    
    Description3.1
    
    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.10.20
o
    
    Form of Special Retention Agreements entered with selected employees of IPCRe.11.1
V
    
    Reconciliation of basic and diluted net loss per common share (EPS).12.1 V
    
    Statement of Computation of Ratios of Earnings to Fixed Charges31.1 V
    
    Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of
2002.31.2 V
    
    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.
 
 V
    
    Filed herewith+
    
    Incorporated by reference to Exhibit 4.2 to our Registration Statement on
Form S-3 filed on April 27, 2006 (Registration No. 333-133605).o
    
    Incorporated by reference to Exhibit 10.20 to our Current Report on Form
8-K filed on January 23, 2006 (File No. 0-27662).**
    
    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. 18




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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 April 28th 2006
    
    /s/ James P. BryceJames P. BrycePresident and Chief Executive OfficerDate April 28th 2006
    
    /s/ John R. WealeJohn R. Weale
Senior Vice President and Chief Financial Officer
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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    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.10.20
o
    
    Form of Special Retention Agreements entered with selected employees of IPCRe.11.1 V
    
    Reconciliation of basic and diluted net loss per common share (EPS).12.1 V
    
    Statement of Computation of Ratios of Earnings to Fixed Charges31.1 V
    
    Certification by Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of
2002.31.2 V
    
    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.
 
 V
    
    Filed herewith.+
    
    Incorporated by reference to Exhibit 4.2 to our Registration Statement on
Form S-3 filed on April 27, 2006 (Registration No. 333-133605).o
    
    Incorporated by reference to Exhibit 10.20 to our Current Report on Form
8-K filed on January 23, 2006 (File No. 0-27662).**
    
    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. 20