8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 3, 2003

Max Re Capital Ltd.

(Exact Name of Registrant as Specified in Charter)

Bermuda (State or Other Jurisdiction of Incorporation) 000-33047 (Commission File Number) Not Applicable (IRS Employer Identification No.)

Max Re House, 2 Front Street, Hamilton HM 11, Bermuda
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (441) 296-8800

ITEM  5. Other Events and Required FD Disclosure

On November 3, 2003, the Registrant issued a news release filed herewith as Exhibit 99.1, which is incorporated by reference herein.

ITEM  7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Exhibits

99.1 News Release of Max Re Capital Ltd., dated November 3, 2003.

99.2 News Release of Max Re Capital Ltd., dated November 3, 2003.

ITEM 12. Results of Operations and Financial Condition.

On November 3, 2003, the Registrant issued a news release filed herewith as Exhibit 99.2, which is incorporated by reference herein.

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 hereunto duly authorized.

	Max Re Capital Ltd. (Registrant)
Date: November 3, 2003	/s/    Robert J. Cooney
	Name:	Robert J. Cooney
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

MAX RE CAPITAL LTD. INCREASE QUARTERLY DIVIDEND PAYMENT

Hamilton, Bermuda, November 3, 2003. Max Re Capital Ltd. (NASDAQ: MXRE; BSX: MXRE BH). The Board of Directors of Max Re Capital Ltd. voted to increase the Company’s quarterly dividend to $0.03 per common share from $0.02 per common share.

The dividend is payable on November 24, 2003 to shareholders of record on November 14, 2003.

Max Re Capital Ltd. through its principal operating subsidiaries, Max Re Ltd., Max Insurance Europe Limited and Max Re Europe Limited, offers customized risk financing solutions to property and casualty insurers, life and health insurers and large corporations.

The above remarks about future expectations, plans and prospects for the Company are forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please refer to the Company’s most recent Annual Report on Form 10-K and other documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future developments or otherwise.

Contact Information:

Keith S. Hynes	N. James Tees
Executive Vice President & CFO	Senior Vice President & Treasurer
441-296-8800	441 - 296-8800
keithh@maxre.bm	jimt@maxre.bm

EX-99.2

Exhibit 99.2

MAX RE CAPITAL LTD. REPORTS THIRD QUARTER NET INCOME OF $0.89 PER DILUTED SHARE:

Hamilton, Bermuda, November 3, 2003 – Max Re Capital Ltd. (NASDAQ: MXRE) today reported net income for the three months ended September 30, 2003 of $38.8 million, or net income of $0.89 per diluted share, compared to a net loss of $14.3 million, or a net loss of $0.37 per diluted share, for the three months ended September 30, 2002. Net operating income before minority interest, which represents net income before minority interest reduced by net realized gains on sale of fixed maturities, for the three months ended September 30, 2003 was $29.3 million, or net operating income of $0.64 per diluted share, compared with a net operating loss before minority interest of $17.7 million, or a net operating loss of $0.39 per diluted share, for the three months ended September 30, 2002.

For the nine months ended September 30, 2003, the Company had net income of $84.2 million, or net income of $2.08 per diluted share, compared to a net loss of $16.7 million, or a net loss of $0.43 per diluted share, for the nine months ended September 30, 2002. For the nine months ended September 30, 2003, the Company had net operating income before minority interest of $79.9 million, or net operating income of $1.76 per diluted share, compared to a net operating loss before minority interest of $23.2 million, or a net operating loss $0.50 per diluted share, for the nine months ended September 30, 2002.

Robert J. Cooney, Chairman, President and Chief Executive Officer, commented, “Our third quarter profitable underwriting result is reflective of the increasingly larger percentage of traditional reinsurance and direct insurance in our property and casualty portfolio. Accelerating earned premium combined with attractive underwriting margins has dramatically shifted our earnings focus towards underwriting income. Total income this quarter was again augmented appreciably by a fourth consecutive quarter of strong alternative investment results.”

Gross premiums written for the three months ended September 30, 2003 were $188.6 million, coming entirely from property and casualty underwriting, compared to $65.7 million, also all from property and casualty underwriting, for the three months ended September 30, 2002. Net premiums earned for the three months ended September 30, 2003 were $178.7 million compared to $96.9 million for the same period of 2002. Current year to date premiums written are $784.9 million compared to $531.1 million for the first nine months of 2002. Net premiums earned for the first nine months of 2003 are $465.8 million compared to $247.6 million for the same period in 2002.

Net investment income, excluding realized and unrealized gains and losses, for the three months ended September 30, 2003, increased slightly to $13.9 million, from $13.8 million for the same period in 2002. Net investment income for the nine months ended September 30, 2003 increased to $43.5 million from $39.6 million for the same period in 2002. Net gains on alternative investments for the three months ended September 30, 2003 were $28.1 million, or a 3.35% rate of return, compared to net gains on alternative investments of $1.1 million, or a 0.25% rate of return, for the same period of 2002. For the nine months ended September 30, 2003, alternative investments have returned $95.2 million, or 12.77%, compared to $6.7 million, or 1.11%, for the same period in 2002. Invested assets were $2.5 billion as of September 30, 2003, with an allocation of approximately 66% to cash and fixed maturities and 34% to alternative investments.

Total revenue for the three months ended September 30, 2003 increased 106% to $233.5 million, compared to $113.5 million of total revenue for the same period in 2002. Growth in revenue is principally attributable to an 85% increase in net premiums earned and to improved performance on the alternative investments for the three months ended September 30, 2003 compared

to the same period in 2002. The increase in net premiums earned and the improved performance on the alternative investments also account for the increase in total revenues year to date through September 30, 2003 compared to the same period in 2002.

Losses, benefits and experience refunds were $139.7 million for the three months ended September 30, 2003 compared to $95.5 million for the same period in 2002. The increase in losses, benefits and experience refunds is principally attributable to the increase in premiums earned. Loss experience on contracts in force developed as expected during the quarter. Losses, benefits and experience refunds for the nine months ended September 30, 2003 were $368.5 million compared to $229.9 million for the same period in 2002.

General and administrative expenses for the three months ended September 30, 2003 were $10.9 million compared to $4.9 million for the same period in 2002. General and administrative expenses for the nine months ended September 30, 2003 were $29.9 million compared to $15.5 million for the same period in 2002. The growth in general and administrative expenses resulted principally from expenses associated with establishing the Company’s direct insurance operations and expanding the Company’s traditional reinsurance staff. General and administrative expenses for the nine months ended September 30, 2003 were 6.4 % of net premiums earned compared to 6.2 % of net premiums earned for the nine months ended September 30, 2002.

Shareholders’ equity was $789.0 million at September 30, 2003. Shareholders’ equity reflects the exchange on July 30, 2003 of non-voting common shares of Max Re Ltd. and warrants to acquire non-voting common shares of Max Re Ltd., (which were accounted for as minority interest) for common shares of the Company. Book value per share at September 30, 2003 was $17.46 per share, compared to $15.75 at December 31, 2002. Return on shareholders’ equity for the trailing 12 month period was 12.2 %.

Max Re Capital Ltd., through its principal operating subsidiaries, Max Re Ltd., Max Insurance Europe Limited and Max Re Europe Limited, offers customized insurance and reinsurance solutions to property and casualty insurers, life and health insurers and large corporations.

The above remarks about future expectations, plans and prospects for the Company are forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. For further information regarding cautionary statements and factors affecting future operating results, please refer to the Company’s most recent Annual Report on Form 10-K and other documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future developments or otherwise.

Contact Information:
Keith S. Hynes Executive Vice President & CFO 441-296-8800 keithh@maxre.bm	N. James Tees Senior Vice President & Treasurer 441-296-8800 jimt@maxre.bm

MAX RE CAPITAL LTD.

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of United States Dollars, except per share and share amounts)

	September 30, 2003			December 31, 2002
	(Unaudited)
ASSETS
Cash and cash equivalents	$	141,703		$	92,103
Fixed maturities, available for sale at fair value		1,507,280			1,279,564
Alternative investments, at fair value		848,550			653,165
Accrued interest income		14,163			12,304
Premiums receivable		343,311			190,214
Losses recoverable from reinsurers		235,678			212,241
Funds withheld		61,017			55,276
Deferred acquisition costs		109,764			79,447
Deferred charges		9,152			32,086
Prepaid reinsurance premiums		65,280			25,408
Other assets		18,556			11,633
Total assets	$	3,354,454		$	2,643,441
LIABILITIES
Property and casualty losses and experience refunds	$	927,897		$	778,069
Life and annuity benefits and experience refunds		383,386			405,008
Reinsurance balances payable		262,540			194,436
Deposit liabilities		261,154			115,513
Unearned property and casualty premiums		557,668			323,672
Accounts payable and accrued expenses		22,770			16,019
Bank loan		150,000			100,000
Total liabilities		2,565,415			1,932,717
Minority interest		—			116,565
SHAREHOLDERS’ EQUITY
Preferred shares (par value $1.00) 20,000,000 shares authorized; no shares issued or outstanding		—			—
Common shares (par value $1.00) 200,000,000 shares authorized; 45,181,611 (2002 – 37,998,779) shares issued and outstanding		45,182			37,999
Additional paid-in capital		637,597			526,582
Loans receivable from common share sales		(11,965	)		(12,575	)
Unearned stock grant compensation		(4,643	)		(2,656	)
Accumulated other comprehensive income		45,438			49,108
Retained earnings (deficit)		77,430			(4,299	)
Total shareholders’ equity		789,039			594,159
Total liabilities, minority interest and shareholders’ equity	$	3,354,454		$	2,643,441

MAX RE CAPITAL LTD.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

(Expressed in thousands of United States Dollars, except shares and per share amounts)

	Three Months Ended September 30						Nine Months Ended September 30
	2003			2002			2003			2002
REVENUES
Gross premiums written	$	188,608		$	65,664		$	784,921		$	531,096
Reinsurance premiums ceded		(31,581	)		(2,636	)		(102,620	)		(53,414	)
Net premiums written	$	157,027		$	63,028		$	682,301		$	477,682
Earned premiums	$	204,460		$	109,870		$	523,902		$	281,830
Earned premiums ceded		(25,714	)		(12,996	)		(58,123	)		(34,184	)
Net premiums earned		178,746			96,874			465,779			247,646
Net investment income		13,899			13,772			43,467			39,576
Net gains on alternative investments		28,148			1,095			95,162			6,666
Net realized gains on sale of fixed maturities		11,548			663			14,547			3,251
Other income		1,122			1,114			5,337			5,153
Total revenues		233,463			113,518			624,292			302,292
LOSSES AND EXPENSES
Losses, benefits and experience refunds		139,655			95,513			368,489			229,901
Acquisition costs		36,696			22,743			111,124			61,753
Interest expense		5,382			7,449			20,316			15,173
General and administrative expenses		10,896			4,856			29,876			15,453
Total losses and expenses		192,629			130,561			529,805			322,280
INCOME (LOSS) BEFORE MINORITY INTEREST		40,834			(17,043	)		94,487			(19,988	)
Minority interest		(2,083	)		2,705			(10,325	)		3,250
NET INCOME (LOSS)		38,751			(14,338	)		84,162			(16,738	)
Change in net unrealized appreciation of fixed maturities		(18,999	)		37,213			(3,670	)		38,749
COMPREHENSIVE INCOME (LOSS)	$	19,752		$	22,875		$	80,492		$	22,011
Basic earnings (loss) per share	$	0.91		$	(0.37	)	$	2.10		$	(0.43	)
Diluted earnings (loss) per share	$	0.89		$	(0.37	)	$	2.08		$	(0.43	)
Diluted net operating earnings (loss) per share	$	0.64		$	(0.39	)	$	1.76		$	(0.50	)
Weighted average shares outstanding – basic		42,796,564			38,795,490			39,991,747			39,156,435
Weighted average shares outstanding – diluted		45,701,697			45,914,822			45,369,887			46,320,151

MAX RE CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(Expressed in thousands of United States Dollars)

	Nine months ended September 30
	2003			2002
Preferred shares
Balance, beginning of period	$	—		$	—
Balance, end of period		—			—
Common shares
Balance, beginning of period		37,999			39,582
Issue of shares		368			262
Issue of shares on elimination of minority interest		7,120			—
Repurchase of shares		(305	)		(1,449	)
Balance, end of period		45,182			38,395
Additional paid-in capital
Balance, beginning of period		526,582			543,438
Issue of common shares		4,078			3,736
Issue of common shares on elimination of minority interest		110,285			—
Stock option expense		243			—
Distribution to shareholders		—			(772	)
Repurchase of shares		(3,591	)		(15,340	)
Balance, end of period		637,597			531,062
Loans receivable from common share sales
Balance, beginning of period		(12,575	)		(12,575	)
Loans granted		—			—
Loans repaid		610			—
Balance, end of period		(11,965	)		(12,575	)
Unearned stock grant compensation
Balance, beginning of period		(2,656	)		(2,894	)
Stock grants awarded		(3,740	)		(971	)
Amortization		1,753			898
Balance, end of period		(4,643	)		(2,967	)
Accumulated other comprehensive income
Balance, beginning of period		49,108			13,475
Holding gains on fixed maturities arising in period		1,676			48,402
Net realized gains included in net income		(14,547	)		(3,251	)
Allocation to minority interest		6,504			(6,402	)
Holding gains transferred on elimination of minority interest		2,697			—
Balance, end of period		45,438			52,224
Retained earnings (deficit)
Balance, beginning of period		(4,299	)		3,044
Net income		84,162			(16,738	)
Dividends paid		(2,433	)		(1,590	)
Balance, end of period		77,430			(15,284	)
Total shareholders’ equity	$	789,039		$	590,855

MAX RE CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Expressed in thousands of United States Dollars)

	Nine Months ended September 30
	2003			2002
OPERATING ACTIVITIES
Net income (loss)	$	84,162		$	(16,738	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Minority interest share of income (loss)		10,325			(3,250	)
Amortization of unearned stock based compensation		1,996			898
Amortization of discount on fixed maturities		4,133			643
Net gains on alternative investments		(95,162	)		(6,666	)
Net realized gains on sale of fixed maturities		(14,547	)		(3,251	)
Accrued interest income		(1,859	)		(1,674	)
Premiums receivable		(153,097	)		(128,543	)
Losses recoverable from reinsurers		(47,537	)		(28,456	)
Funds withheld		(5,741	)		1,376
Deferred acquisition costs		(31,050	)		(44,489	)
Deferred charges		3,505			7,363
Prepaid reinsurance premiums		(43,916	)		(19,230	)
Other assets		(6,923	)		(2,788	)
Property and casualty losses and experience refunds		310,493			124,915
Life and annuity benefits and experience refunds		(21,622	)		(16,300	)
Reinsurance balances payable		68,104			32,476
Unearned property and casualty premiums		260,959			249,266
Accounts payable and accrued expenses		6,751			(1,593	)
Cash from operating activities		328,974			143,959
INVESTING ACTIVITIES
Purchase of fixed maturities		(755,506	)		(608,192	)
Sales (purchases) of alternative investments, net		(100,461	)		27,407
Sales of fixed maturities		468,072			231,817
Redemptions of fixed maturities		57,500			63,630
Cash used in investing activities		(330,395	)		(285,338	)
FINANCING ACTIVITIES
Net proceeds from issuance of common shares		706			3,027
Repurchases of common shares		(3,896	)		(16,789	)
Proceeds from bank loan		50,000			100,000
Dividends and distributions		(2,433	)		(2,362	)
Distributions to / conversion of minority shareholders		(285	)		(3,458	)
Deposit liabilities, net		6,319			41,965
Notes and loans repaid		610			—
Cash from financing activities		51,021			122,383
Net increase (decrease) in cash and cash equivalents		49,600			(18,996	)
Cash and cash equivalents, beginning of period		92,103			98,322
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	141,703		$	79,326
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid totaled $2,414 and $1,643 for the nine months ended September 30, 2003 and 2002, respectively.

A non cash item that was an amendment to a reinsurance contract resulted in the following changes in the nine months ended September 30, 2003: decreased property and casualty losses and experience refunds by $160,665, decreased unearned property and casualty premiums by $26,963, decreased deferred charges by $19,429, decreased losses recoverable from reinsurers by $24,100, decreased prepaid reinsurance premiums by $4,044, decreased deferred acquisitions costs by $733 and increased deposit liabilities by $139,322.

Shareholders’ equity reflects the exchange on July 30, 2003 of non-voting common shares of Max Re Ltd. and warrants to acquire non-voting common shares of Max Re Ltd., (which were accounted for as minority interest) for common shares of the Company. The exchange is a non cash item and has no effect on the Consolidated Statement of Cash Flows.

MAX RE CAPITAL LTD.

SCHEDULE OF SUPPLEMENTAL DATA—SEPTEMBER 30, 2003

Year to Date Segment Information: (in 000’s US$)	Property & Casualty															Life & Annuity			Corporate		Consolidated
	Structured Reinsurance			Traditional Reinsurance			Alternative Risk			Traditional Insurance			Total
Gross premiums written	$	235,248		$	262,101		$	180,945		$	106,627		$	784,921		$	—		$	—	$	784,921
Reinsurance premiums ceded		(41,155	)		(17,538	)		(17,100	)		(26,827	)		(102,620	)		—			—		(102,620	)
Net premiums written	$	194,093		$	244,563		$	163,845		$	79,800		$	682,301		$	—		$	—	$	682,301
Earned premiums	$	210,194		$	143,210		$	139,327		$	31,171		$	523,902		$	—		$	—	$	523,902
Earned premiums ceded		(35,836	)		(4,628	)		(9,403	)		(8,256	)		(58,123	)		—			—		(58,123	)
Net premiums earned		174,358			138,582			129,924			22,915			465,779			—			—		465,779
Net investment income		—			—			—			—			—			—			43,467		43,467
Net gains on alternative investments		—			—			—			—			—			—			95,162		95,162
Net realized gains on sales of fixed maturities		—			—			—			—			—			—			14,547		14,547
Other income		2,110			—			—			—			2,110			—			3,227		5,337
Total revenues		176,468			138,582			129,924			22,915			467,889			—			156,403		624,292
Losses, benefits and experience refunds		144,097			90,548			92,899			17,221			344,765			23,724			—		368,489
Acquisition costs		52,933			29,759			26,123			1,608			110,423			701			—		111,124
Interest expense		—			—			—			—			—			—			20,316		20,316
General and administrative expenses		2,314			2,578			1,780			5,653			12,325			4,066			13,485		29,876
Total losses and expenses		199,344			122,885			120,802			24,482			467,513			28,491			33,801		529,805
Net income (loss) before minority interest	$	(22,876	)	$	15,697		$	9,122		$	(1,567	)	$	376		$	(28,491	)	$	122,602	$	94,487
Loss Ratio		82.6	%		65.3	%		71.5	%		75.2	%		74.0	%
Combined Ratio		114.3	%		88.7	%		93.0	%		106.8	%		100.4	%

							Periodic Rate of Return
Selected Investment Return Data:	Market Value*		Investment %’s		Quarter Ended		Year-to- Date		Last 12 Months		Last 36 months**
Cash and Fixed Maturities	$	1,648,983	66.0	%	-0.40	%	3.07	%	3.94	%	7.82	%
Global Macro	$	111,854	4.5	%	3.35	%	17.35	%	22.23	%	15.77	%
Long / Short Equity		64,078	2.6	%	5.03	%	12.92	%	13.66	%	3.38	%
Convertible Arbitrage		88,862	3.6	%	0.12	%	6.63	%	15.04	%	12.06	%
Diversified Arbitrage		116,535	4.7	%	1.11	%	6.79	%	11.57	%	10.46	%
Distressed Securities		120,728	4.8	%	7.08	%	29.19	%	38.50	%	10.31	%
Opportunistic		17,830	0.7	%	13.69	%	7.45	%	11.87	%	7.61	%
Emerging Markets		55,629	2.2	%	4.47	%	19.34	%	20.50	%	6.19	%
Fixed Income Arbitrage		86,395	3.5	%	3.79	%	11.06	%	18.40	%	7.28	%
Event-Driven Arbitrage		47,256	1.9	%	3.76	%	15.71	%	18.35	%	8.77	%
Commodity Trading Advisers		55,686	2.2	%	5.37	%	19.92	%	12.12	%	5.39	%
MDS		764,853	30.6	%	3.37	%	12.80	%	17.34	%	8.68	%
Insurance Underwriting		83,697	3.4	%	3.13	%	12.62	%	17.86	%	8.25	%
Alternative Investments	$	848,550	34.0	%	3.35	%	12.77	%	17.39	%	9.01	%
Total Investments	$	2,497,533	100.0	%	0.91	%	6.39	%	8.41	%	8.16	%
Comparative returns
Merrill Lynch Master Bond Index					-0.12	%	3.83	%	5.48	%	9.01	%
Standard & Poors 500 Stock Index					-1.49	%	10.09	%	19.37	%	-11.35	%
80% Merrill Lynch Master Index and 20% S&P Index					-0.34	%	5.17	%	8.40	%	4.97	%

* Expressed in thousands of United States Dollars

** Annualized