-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QLIJkpiV4pvj4rzZkJLik4DSv8ai/Jzdf6j0SPaapNrzQPbZDCooDClLvqwSmqTN cspAbzhzayKk45vSy0HdNA== 0000950123-06-009634.txt : 20060731 0000950123-06-009634.hdr.sgml : 20060731 20060731132507 ACCESSION NUMBER: 0000950123-06-009634 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM UNDERWRITERS HOLDINGS LTD CENTRAL INDEX KEY: 0001171500 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-31341 FILM NUMBER: 06990371 BUSINESS ADDRESS: STREET 1: 2 CHURCH STREET CITY: BERMUDA STATE: D0 ZIP: HM 11 BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: 69 PITTS BAY ROAD STREET 2: 2ND FLOOR, PEMBROKE CITY: BERMUDA STATE: D0 ZIP: HM 08 10-Q 1 y23533e10vq.htm FORM 10-Q 10-Q
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 June 30, 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 001-31341
Platinum Underwriters Holdings, Ltd.
(Exact name of registrant as specified in its charter)
     
Bermuda   98-0416483
     
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
     
The Belvedere Building    
69 Pitts Bay Road    
Pembroke, Bermuda   HM 08
     
(Address of principal executive offices)   (Zip Code)
(441) 295-7195
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(Former name, former address and former fiscal year, if changed since last report)
     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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
     As of July 14, 2006, there were outstanding 59,568,050 common shares, par value $0.01 per share, of the registrant.
 
 


 

PLATINUM UNDERWRITERS HOLDINGS, LTD.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2006
TABLE OF CONTENTS
         
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    54  
    55  
 
       
    56  
 EX-10.1: TERMINATION ADDENDUM
 EX-10.2: EXCESS OF LOSS RETROCESSION AGREEMENT
 EX-10.3: QUOTA SHARE RETROCESSION AGREEMENT
 EX-10.4: TERMINATION ADDENDUM
 EX-10.5: EXCESS OF LOSS RETROCESSION AGREEMENT
 EX-10.6: ADDENDUM NO. 1 TO THE EXCESS OF LOSS RETROCESSION AGREEMENT
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION
 EX-32.2: CERTIFICATION

 


Table of Contents

PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Platinum Underwriters Holdings, Ltd. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except share data)
                 
    (Unaudited)     December 31,  
    June 30, 2006     2005  
ASSETS
               
Investments:
               
Fixed maturity available-for-sale securities at fair value (amortized cost – $3,208,911 and $2,936,152, respectively)
  $ 3,095,493     $ 2,888,922  
Fixed maturity trading securities at fair value (amortized cost – $119,796 and $99,141, respectively)
    116,262       98,781  
Preferred stocks (cost – $8,735 and $8,735, respectively)
    7,699       8,186  
Other invested asset
    5,000       5,000  
Short-term investments
    75,576       8,793  
 
           
Total investments
    3,300,030       3,009,682  
Cash and cash equivalents
    710,830       820,746  
Accrued investment income
    32,489       29,230  
Reinsurance premiums receivable
    401,746       567,449  
Reinsurance recoverable on ceded losses and loss adjustment expenses
    68,649       68,210  
Prepaid reinsurance premiums
    29,174       7,899  
Funds held by ceding companies
    250,077       291,629  
Deferred acquisition costs
    98,532       130,800  
Income tax recoverable
    14,695       24,522  
Deferred tax assets
    33,469       31,934  
Due from investment broker
    177       157,930  
Other assets
    13,013       14,344  
 
           
Total assets
  $ 4,952,881     $ 5,154,375  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Liabilities
               
Unpaid losses and loss adjustment expenses
  $ 2,343,605     $ 2,323,990  
Unearned premiums
    449,672       502,018  
Reinsurance deposit liabilities
    6,169       6,048  
Debt obligations
    292,840       292,840  
Ceded premiums payable
    41,147       22,544  
Commissions payable
    141,823       186,654  
Deferred tax liabilities
          118  
Due to investment broker
    3,567       259,834  
Other liabilities
    35,227       20,080  
 
           
Total liabilities
    3,314,050       3,614,126  
 
           
 
               
Shareholders’ Equity
               
Preferred shares, $.01 par value, 25,000,000 shares authorized, 5,750,000 shares issued and outstanding
    57       57  
Common shares, $.01 par value, 200,000,000 shares authorized, 59,546,050 and 59,126,675 shares issued and outstanding, respectively
    595       590  
Additional paid-in capital
    1,539,027       1,527,316  
Unearned share grant compensation
          (2,467 )
Accumulated other comprehensive loss
    (100,438 )     (40,718 )
Retained earnings
    199,590       55,471  
 
           
Total shareholders’ equity
    1,638,831       1,540,249  
 
               
 
           
Total liabilities and shareholders’ equity
  $ 4,952,881     $ 5,154,375  
 
           
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
For the Three and Six Months Ended June 30, 2006 and 2005
($ in thousands, except per share data)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Revenue:
                               
Net premiums earned
  $ 337,065       431,470       681,366     $ 842,510  
Net investment income
    45,348       28,904       88,863       55,809  
Net realized gains (losses) on investments
    14       (555 )     79       (183 )
Other income (expense)
    (2,324 )     588       (3,641 )     232  
 
                       
Total revenue
    380,103       460,407       766,667       898,368  
 
                       
 
                               
Expenses:
                               
Losses and loss adjustment expenses
    187,464       240,852       394,238       478,550  
Acquisition expenses
    76,052       103,928       145,291       197,177  
Operating expenses
    23,392       23,480       46,380       43,488  
Net foreign currency exchange losses (gains)
    (414 )     160       (689 )     1,958  
Interest expense
    5,450       4,174       10,900       6,347  
 
                       
Total expenses
    291,944       372,594       596,120       727,520  
 
                       
 
                               
Income before income tax expense
    88,159       87,813       170,547       170,848  
Income tax expense
    6,411       19,828       11,763       29,775  
 
                       
Net income
    81,748       67,985       158,784       141,073  
Preferred dividends
    2,602             5,178        
 
                       
Net income available to common shareholders
  $ 79,146       67,985       153,606     $ 141,073  
 
                       
 
                               
Earnings per share:
                               
Basic earnings per share
  $ 1.34       1.57       2.60     $ 3.26  
Diluted earnings per share
  $ 1.24       1.39       2.40     $ 2.88  
 
                               
Comprehensive income:
                               
Net income
  $ 81,748       67,985       158,784     $ 141,073  
Other comprehensive income:
                               
Net change in unrealized gains and losses on available-for-sale securities, net of deferred taxes
    (24,580 )     33,051       (59,895 )     (1,578 )
Cumulative translation adjustments, net of deferred taxes
    171       (46 )     175       (37 )
 
                       
Comprehensive income
  $ 57,339       100,990       99,064     $ 139,458  
 
                       
 
                               
Shareholder dividends:
                               
Preferred dividends declared
  $ 2,602             4,614     $  
Preferred dividends declared per share
    0.45             0.80        
Common dividends declared
    4,754       3,462       9,487       6,911  
Common dividends declared per share
  $ 0.08       0.08       0.16     $ 0.16  
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
For the Six Months Ended June 30, 2006 and 2005
($ in thousands)
                 
    2006     2005  
Preferred shares:
               
Balances at beginning of period
  $ 57     $  
 
           
Balances at end of period
    57        
 
           
 
               
Common shares:
               
Balances at beginning of period
    590       430  
Exercise of share options
    4       3  
Issuance of restricted shares
    1       1  
 
           
Balances at end of period
    595       434  
 
           
 
               
Additional paid-in-capital:
               
Balances at beginning of period
    1,527,316       911,851  
Issuance of restricted shares
    (2,467 )     2,750  
Exercise of common share options
    10,486       4,981  
Share based compensation
    3,692       1,689  
 
           
Balances at end of period
    1,539,027       921,271  
 
           
 
               
Unearned common share grant compensation:
               
Balances at beginning of period
    (2,467 )      
Shares issued
          (2,750 )
Amortization
          504  
Transfer of unearned common share grant compensation
    2,467        
 
           
Balances at end of period
          (2,246 )
 
           
 
               
Accumulated other comprehensive income (loss):
               
Balances at beginning of period
    (40,718 )     12,252  
Net change in unrealized gains and losses on available-for-sale securities, net of deferred tax
    (59,895 )     (1,578 )
Net change in cumulative translation adjustments, net of deferred tax
    175       (37 )
 
           
Balances at end of period
    (100,438 )     10,637  
 
           
 
               
Retained earnings:
               
Balances at beginning of period
    55,471       208,470  
Net income
    158,784       141,073  
Preferred share dividends
    (5,178 )      
Common share dividends
    (9,487 )     (6,911 )
 
           
Balances at end of period
    199,590       342,632  
 
               
 
           
Total shareholders’ equity
  $ 1,638,831     $ 1,272,728  
 
           
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2006 and 2005
($ in thousands)
                 
    2006     2005  
Operating Activities:
               
Net income
  $ 158,784     $ 141,073  
Adjustments to reconcile net income to cash provided by operations:
               
Depreciation and amortization
    7,801       10,231  
Net realized (gains) losses on investments
    (79 )     183  
Net foreign currency exchange (gains) losses
    (689 )     1,958  
Share based compensation
    3,692       2,193  
Deferred income tax expense
    5,051       (2,176 )
Trading securities activities
    (9,603 )     4,329  
Changes in assets and liabilities:
               
Increase in accrued investment income
    (3,259 )     (4,653 )
Decrease in reinsurance premiums receivable
    165,703       3,591  
(Increase) decrease in funds held by ceding companies
    41,552       (73,747 )
(Increase) decrease in deferred acquisition costs
    32,268       (8,806 )
Increase in net unpaid losses and loss adjustment expenses
    10,898       173,745  
Increase (decrease) in net unearned premiums
    (73,621 )     69,950  
Increase (decrease ) in reinsurance deposit liabilities
    121       (14,368 )
Increase in ceded premiums payable
    18,603       15,735  
Decrease in commissions payable
    (44,831 )     34,534  
Increase in funds withheld
          1,225  
Decrease in income tax recoverable
    9,827       14,742  
Net changes in other assets and liabilities
    15,131       6,436  
Other net
    (244 )     227  
 
           
Net cash provided by operating activities
    337,105       376,402  
 
           
 
               
Investing Activities:
               
Proceeds from sale of available-for-sale fixed maturity securities
    190,248       207,840  
Proceeds from maturity or paydown of available-for-sale fixed maturity securities
    93,933       66,796  
Acquisition of available-for-sale fixed maturity securities
    (663,027 )     (696,372 )
Net acquisitions of short-term investments
    (64,565 )      
 
           
Net cash used in investing activities
    (443,411 )     (421,736 )
 
           
 
               
Financing Activities:
               
Dividends paid to preferred shareholders
    (4,614 )      
Dividends paid to common shareholders
    (9,487 )     (6,911 )
Proceeds from issuance of debt
          246,900  
Proceeds from exercise of share options
    10,491       4,984  
 
           
Net cash provided by (used in) financing activities
    (3,610 )     244,973  
 
           
Net increase (decrease) in cash and cash equivalents
    (109,916 )     199,639  
Cash and cash equivalents at beginning of period
    820,746       209,900  
 
           
Cash and cash equivalents at end of period
  $ 710,830     $ 409,539  
 
           
Supplemental disclosures of cash flow information:
               
Income taxes paid (recovered)
  $ (3,366 )   $ 28,573  
Interest paid
  $ 10,740     $ 3,671  
See accompanying notes to condensed consolidated financial statements.

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the Three and Six Months Ended June 30, 2006 and 2005
1. Basis of Presentation
     The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Platinum Underwriters Holdings, Ltd. (“Platinum Holdings”) and its subsidiaries (collectively, the “Company”), including Platinum Underwriters Bermuda, Ltd. (“Platinum Bermuda”), Platinum Underwriters Reinsurance, Inc. (“Platinum US”), Platinum Re (UK) Limited, Platinum Underwriters Finance, Inc. (“Platinum Finance”), Platinum Regency Holdings (“Platinum Regency”), and Platinum Administrative Services, Inc. All material inter-company transactions have been eliminated in preparing these condensed consolidated financial statements. The condensed consolidated financial statements included in this report as of and for the three and six months ended June 30, 2006 and 2005 are unaudited and include adjustments consisting of normal recurring items that management considers necessary for a fair presentation under U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
     The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. The results of operations for any interim period are not necessarily indicative of results for the full year.
Share-Based Compensation
     We adopted Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (“SFAS 123R”) using the modified prospective method effective January 1, 2006. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. SFAS 123R requires that, prospectively, compensation costs be recognized for the fair value of all share options over their vesting period, including the cost related to the unvested portion of all outstanding share options as of December 31, 2005. The cumulative effect of the adoption of SFAS 123R was not material.
     Prior to January 1, 2006, we accounted for share-based compensation using Statement of Financial Accounting Standards No. 123 “Accounting for Awards of Stock Based Compensation to Employees” and Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation-Transition and Disclosure” (“SFAS 148”). In accordance with the transition rules of SFAS 148, we elected to continue using the intrinsic value method of accounting for our share-based awards granted to employees established by Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”) for share options granted in 2002. Under APB 25, if the exercise price of our employee share options is equal to or greater than the fair market value of the underlying shares on the date of the grant, no compensation expense is recorded.
     The following table illustrates the effect on our net income and earnings per share for the three and six months ended June 30, 2005 of applying the “fair value” method to all share option grants ($ in thousands, except per share data):

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
                 
    As    
    Reported   Pro Forma
Three months ended June 30, 2005:
               
 
               
Share-based compensation expense
  $ 507     $ 1,595  
Net income
    67,985       66,897  
Basic earnings per share
    1.57       1.55  
Diluted earnings per share
    1.39       1.37  
 
               
Six months ended June 30, 2005:
               
 
               
Share-based compensation expense
    1,802       4,116  
Net income
    141,073       138,759  
Basic earnings per share
    3.26       3.21  
Diluted earnings per share
  $ 2.88     $ 2.83  
Reclassifications
     Certain reclassifications have been made to the 2005 financial statements in order to conform to the 2006 presentation.
2. Investments
     Investments classified as available-for-sale are carried at fair value as of the balance sheet date. Net change in unrealized investment gains and losses on available-for-sale securities, net of deferred taxes for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                 
    2006     2005  
Fixed maturities
  $ (66,675 )   $ (3,179 )
Less — deferred taxes
    6,780       1,601  
 
           
Net change in unrealized investment gains and losses
  $ (59,895 )   $ (1,578 )
 
           
     Gross unrealized gains and losses on available-for-sale securities as of June 30, 2006 were $286,000 and $114,740,000, respectively.

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
     The unrealized losses on securities classified as available-for-sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2006 were as follows ($ in thousands):
                 
            Unrealized  
    Fair Value     Loss  
Less than twelve months:
               
 
               
U.S. Government
  $ 148,599     $ 4,410  
Corporate bonds
    906,290       38,171  
Mortgage-backed and asset-backed securities
    932,625       36,910  
Municipal bonds
    121,118       3,296  
Foreign governments and states
    13,060       706  
 
           
Total
    2,121,692       83,493  
 
           
 
               
Twelve months or more:
               
 
               
U.S. Government
    30,413       381  
Corporate bonds
    483,512       16,691  
Mortgage-backed and asset-backed securities
    188,068       10,263  
Municipal bonds
    76,038       1,976  
Foreign governments and states
    27,113       901  
Preferred stocks
    7,699       1,035  
 
           
Total
  $ 812,843     $ 31,247  
 
           
 
               
Total of securities with unrealized losses:
               
 
               
U.S. Government
  $ 179,012     $ 4,791  
Corporate bonds
    1,389,802       54,862  
Mortgage-backed and asset-backed securities
    1,120,693       47,173  
Municipal bonds
    197,156       5,272  
Foreign governments and states
    40,173       1,607  
Preferred stocks
    7,699       1,035  
 
           
Total
  $ 2,934,535     $ 114,740  
 
           
     We routinely review our available-for-sale investments to determine whether unrealized losses represent temporary changes in fair value or are the result of “other-than-temporary impairments.” The process of determining whether a security is other than temporarily impaired is subjective and involves analyzing many factors. These factors include but are not limited to: the overall financial condition of the issuer, the length and magnitude of an unrealized loss, specific credit events, and our ability and intent to hold a security for a sufficient period of time for the value to recover the unrealized loss, which is based, in part, on current and anticipated future positive net cash flows from operations that generate sufficient liquidity in order to meet our obligations. If we determine that an unrealized loss on a security is other than temporary, we write down the carrying value of the security and record a realized loss in the statement of operations.

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Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
     Corporate, mortgage-backed and asset-backed securities represent our largest categories within our available-for-sale portfolio and consequently account for the greatest amount of our overall unrealized loss as of June 30, 2006. Investment holdings within our corporate portfolio are diversified across approximately 30 sub-portfolios, ranging from aerospace to telecommunications, and within each sub-portfolio across many individual issuers and issues. As of June 30, 2006 there were 498 corporate issues in an unrealized loss position, with the single largest unrealized loss being $901,000. Investment holdings within the mortgage-backed and asset-backed portfolio are diversified across a number of sub-categories. As of June 30, 2006 there were 318 issues within the mortgage-backed and asset-backed portfolio in an unrealized loss position, with the single largest unrealized loss being $1,356,000. As of June 30, 2006 there were a total of 923 issues in an unrealized loss position in our investment portfolio, with the single largest unrealized loss being $1,356,000.
     Overall our unrealized loss position as of June 30, 2006 was a result of continuing interest rate increases that impacted all investment categories. Given our ability and intent to hold these investments until a recovery of fair value, which may be maturity, we do not consider any of our available-for-sale investments to be other-than-temporarily impaired as of June 30, 2006.
3. Earnings Per Share
     Following is a calculation of the basic and diluted earnings per share for the three and six months ended June 30, 2006 and 2005 ($ in thousands, except per share data):
                         
            Weighted        
            Average        
    Net     Shares     Earnings  
    Income     Outstanding     Per Share  
Three months ended June 30, 2006:
                       
 
                       
Basic earnings per share:
                       
Net income available to common shareholders
  $ 79,146       59,224     $ 1.34  
Effect of dilutive securities:
                       
Common share options, restricted common shares and common share units
          751          
Conversion of preferred shares
          5,750          
Preferred share dividends
    2,602                
 
                   
Adjusted net income for diluted earnings per share
  $ 81,748       65,725     $ 1.24  
 
                   

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
                         
            Weighted        
            Average        
    Net     Shares     Earnings  
    Income     Outstanding     Per Share  
Three Months Ended June 30, 2005:
                       
 
                       
Basic earnings per share
  $ 67,985       43,293     $ 1.57  
Effect of dilutive securities:
                       
Common share options and restricted common share units
          1,707          
Conversion of Equity Security Units
          5,009          
Interest expense related to Equity Share Units, net of income tax benefit
    1,506                
 
                   
Diluted earnings per share
  $ 69,491       50,009     $ 1.39  
 
                   
 
                       
Six Months Ended June 30, 2006:
                       
 
                       
Basic earnings per share:
                       
Net income available to common shareholders
  $ 153,606       59,161     $ 2.60  
Effect of dilutive securities:
                       
Common share options, restricted common shares and common share units
          1,312          
Conversion of preferred shares
          5,750          
Preferred share dividends
    5,178                
 
                   
Adjusted net income for diluted earnings per share
  $ 158,784       66,223     $ 2.40  
 
                   
 
                       
Six Months Ended June 30, 2005:
                       
 
                       
Basic earnings per share
  $ 141,073       43,224     $ 3.26  
Effect of dilutive securities:
                       
Common share options and restricted common share units
          1,807          
Conversion of Equity Security Units
          5,009          
Interest expense related to Equity Share Units, net of income tax benefit
    2,929                
 
                   
Diluted earnings per share
  $ 144,002       50,040     $ 2.88  
 
                   
4. Operating Segment Information
     We conduct our worldwide reinsurance business through three operating segments: Property and Marine, Casualty and Finite Risk. The Property and Marine operating segment includes principally property (including crop) and marine reinsurance coverages that are written in the United States and international markets. This business includes catastrophe excess-of-loss treaties, per-risk excess-of-loss treaties and proportional treaties. The Casualty operating segment includes principally reinsurance

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Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
treaties that cover umbrella liability, general and product liability, professional liability, workers’ compensation, casualty clash, automobile liability, surety and trade credit. This operating segment also includes accident and health treaties, which are predominantly reinsurance of health insurance products. The Finite Risk operating segment includes principally structured reinsurance contracts with ceding companies whose needs may not be met efficiently through traditional reinsurance products. The classes of risks underwritten through finite risk contracts are generally consistent with the classes covered by traditional products. Typically, the amount of losses we might pay is finite or capped. In return for this limit on losses, we often accept a cap on the potential profit margin specified in the treaty and return profits above this margin to the ceding company. The finite risk contracts that we underwrite generally provide prospective protection, meaning coverage is provided for losses that are incurred after inception of the contract, as contrasted with retrospective coverage, which covers losses that are incurred prior to inception of the contract. The three main categories of finite risk contracts are finite quota share, multi-year excess-of-loss and whole account aggregate stop loss.
     In managing our operating segments, we use measures such as underwriting income and underwriting ratios to evaluate segment performance. We do not allocate by segment our assets or certain income and expenses such as investment income, interest expense and certain corporate expenses. Total underwriting income is reconciled to income before income tax expense. The measures we use in evaluating our operating segments should not be used as a substitute for measures determined under U.S. GAAP. The following table summarizes underwriting activity and ratios for the operating segments together with a reconciliation of total underwriting income to income before income tax expense for the three and six months ended June 30, 2006 and 2005 ($ in thousands):
                                 
    Property                    
    and Marine     Casualty     Finite Risk     Total  
Three months ended June 30, 2006:
                               
Net premiums written
  $ 85,624       199,298       24,840     $ 309,762  
 
                       
Net premiums earned
    113,092       185,073       38,900       337,065  
Losses and LAE
    27,867       127,824       31,773       187,464  
Acquisition expenses
    21,239       45,168       9,645       76,052  
Other underwriting expenses
    9,006       7,688       1,019       17,713  
 
                       
Segment underwriting income (loss)
  $ 54,980       4,393       (3,537 )     55,836  
 
                         
Net investment income and net realized gains on investments
                            45,362  
Net foreign currency exchange gains
                            414  
Other expense
                            (2,324 )
Corporate expenses not allocated to segments
                            (5,679 )
Interest expense
                            (5,450 )
 
                             
Income before income tax expense
                          $ 88,159  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    24.6 %     69.1 %     81.7 %     55.6 %
Acquisition expense
    18.8 %     24.4 %     24.8 %     22.6 %
Other underwriting expense
    8.0 %     4.2 %     2.6 %     5.3 %
 
                       
Combined
    51.4 %     97.7 %     109.1 %     83.5 %
 
                       
 
                               

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
                                 
    Property                    
    and Marine     Casualty     Finite Risk     Total  
Three months ended June 30, 2005:
                               
 
                               
Net premiums written
  $ 134,953       188,890       99,116     $ 422,959  
 
                       
Net premiums earned
    140,669       198,723       92,078       431,470  
Losses and LAE
    58,499       127,531       54,822       240,852  
Acquisition expenses
    29,695       47,963       26,270       103,928  
Other underwriting expenses
    8,240       8,972       1,333       18,545  
 
                       
Segment underwriting income
  $ 44,235       14,257       9,653       68,145  
 
                         
Net investment income and net realized losses on investments
                            28,349  
Net foreign currency exchange losses
                            (160 )
Other income
                            588  
Corporate expenses not allocated to segments
                            (4,935 )
Interest expense
                            (4,174 )
 
                             
Income before income tax expense
                          $ 87,813  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    41.6 %     64.2 %     59.5 %     55.8 %
Acquisition expense
    21.1 %     24.1 %     28.5 %     24.1 %
Other underwriting expense
    5.9 %     4.5 %     1.4 %     4.3 %
 
                       
Combined
    68.6 %     92.8 %     89.4 %     84.2 %
 
                       
 
                               

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Table of Contents

Platinum Underwriters Holdings, Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
                                 
    Property                    
    and Marine     Casualty     Finite Risk     Total  
Six Months Ended June 30, 2006:
                               
 
                               
Net premiums written
  $ 250,888       381,648       (29,496 )   $ 603,040  
 
                       
Net premiums earned
    244,636       358,741       77,989       681,366  
Losses and LAE
    87,695       244,389       62,154       394,238  
Acquisition expenses
    40,888       86,522       17,881       145,291  
Other underwriting expenses
    19,034       14,023       1,944       35,001  
 
                       
Segment underwriting income (loss)
  $ 97,019       13,807       (3,990 )     106,836  
 
                         
Net investment income and net realized gains on investments
                            88,942  
Net foreign currency exchange gains
                            689  
Other expense
                            (3,641 )
Corporate expenses not allocated to segments
                            (11,379 )
Interest expense
                            (10,900 )
 
                             
Income before income tax expense
                          $ 170,547  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    35.8 %     68.1 %     79.7 %     57.9 %
Acquisition expense
    16.7 %     24.1 %     22.9 %     21.3 %
Other underwriting expense
    7.8 %     3.9 %     2.5 %     5.1 %
 
                       
Combined
    60.3 %     96.1 %     105.1 %     84.3 %
 
                       
 
                               
Six months ended June 30, 2005:
                               
 
                               
Net premiums written
  $ 320,002       404,559       192,197     $ 916,758  
 
                       
Net premiums earned
    268,866       383,491       190,153       842,510  
Losses and LAE
    118,539       245,969       114,042       478,550  
Acquisition expenses
    51,684       93,165       52,328       197,177  
Other underwriting expenses
    15,963       16,285       2,904       35,152  
 
                       
Segment underwriting income
  $ 82,680       28,072       20,879       131,631  
 
                         
 
                               
Net investment income and net realized losses on investments
                            55,626  
Net foreign currency exchange losses
                            (1,958 )
Other income
                            232  
Corporate expenses not allocated to segments
                            (8,336 )
Interest expense
                            (6,347 )
 
                             
Income before income tax expense
                          $ 170,848  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    44.1 %     64.1 %     60.0 %     56.8 %
Acquisition expense
    19.2 %     24.3 %     27.5 %     23.4 %
Other underwriting expense
    5.9 %     4.2 %     1.5 %     4.2 %
 
                               
Combined
    69.2 %     92.6 %     89.0 %     84.4 %
 
                               

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
5. Income Taxes
     We provide for income taxes based upon amounts reported in the consolidated financial statements and the provisions of currently enacted tax laws. Platinum Holdings and Platinum Bermuda are incorporated in Bermuda. Under current Bermuda law, they are not taxed on any Bermuda income or capital gains and they have received an assurance that if any legislation is enacted in Bermuda that would impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax will not be applicable to Platinum Holdings or Platinum Bermuda or any of their respective operations, shares, debentures or other obligations until March 28, 2016. We also have subsidiaries in the United States, United Kingdom and Ireland that are subject to the tax laws thereof.
     A reconciliation of expected income tax expense, computed by applying a 35% income tax rate to income before income taxes, to actual income tax expense for the three and six months ended June 30, 2006 and 2005 is as follows ($ in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Expected income tax expense at 35%
  $ 30,856       30,735       59,691     $ 59,797  
 
                               
Effect of foreign income subject to tax at rates other than 35%
    (23,587 )     (19,635 )     (46,813 )     (38,258 )
Tax exempt investment income
    (586 )     (438 )     (1,139 )     (964 )
U.S. withholding taxes deemed taxable transfer to foreign affiliate
          9,150             9,150  
Other, net
    (272 )     16       24       50  
 
                       
Income tax expense
  $ 6,411       19,828       11,763     $ 29,775  
 
                       
6.   Condensed Consolidating Financial Information
     Platinum Finance is a U.S. based intermediate holding company and a wholly owned subsidiary of Platinum Regency. The outstanding Series B 7.5% Notes, due June 1, 2017 issued by Platinum Finance are fully and unconditionally guaranteed by Platinum Holdings. The outstanding Series B 6.371% Remarketed Senior Guaranteed Notes, due November 16, 2007, issued by Platinum Finance are

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
also fully and unconditionally guaranteed by Platinum Holdings.
     The payment of dividends from our regulated reinsurance subsidiaries is limited by applicable laws and statutory requirements of the jurisdictions in which the subsidiaries operate, including Bermuda, the United States and the United Kingdom. Based on the regulatory restrictions of the applicable jurisdictions, the maximum amount available for payment of dividends or other distributions by the reinsurance subsidiary of Platinum Finance in 2006 without prior regulatory approval is approximately $44,000,000. The maximum amount available for payment of dividends or other distributions by the reinsurance subsidiaries of Platinum Holdings in 2006, including the reinsurance subsidiary of Platinum Finance, without prior regulatory approval is estimated to be approximately $197,000,000.
     The tables below present condensed consolidating financial information of Platinum Holdings, Platinum Finance and the non-guarantor subsidiaries of Platinum Holdings as of June 30, 2006 and December 31, 2005 and for the three and six months ended June 30, 2006 and 2005 ($ in thousands):
Condensed Consolidating Balance Sheet
June 30, 2006
                                         
                    Non-                
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
ASSETS
                                       
Total investments
  $       12,018       3,288,012           $ 3,300,030  
Investment in subsidiaries
    1,516,727       472,435       349,074       (2,338,236 )      
Cash and cash equivalents
    121,607       1,878       587,345             710,830  
Reinsurance assets
                848,178             848,178  
Income tax recoverable
          1,866       12,829             14,695  
Other assets
    4,310       3,974       70,864             79,148  
 
                             
Total assets
  $ 1,642,644       492,171       5,156,302       (2,338,236 )   $ 4,952,881  
 
                             
 
                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Liabilities
                                       
Reinsurance liabilities
  $             2,982,416           $ 2,982,416  
Debt obligations
          292,840                   292,840  
Other liabilities
    3,813       2,020       32,961             38,794  
 
                             
Total liabilities
    3,813       294,860       3,015,377             3,314,050  
 
                             
Shareholders’ Equity
                                       
Preferred shares
    57                         57  
Common shares
    595             6,250       (6,250 )     595  
Additional paid-in capital
    1,539,027       192,036       2,051,134       (2,243,170 )     1,539,027  
Accumulated other comprehensive loss
    (100,438 )     (20,257 )     (125,499 )     145,756       (100,438 )
Retained earnings
    199,590       25,532       209,040       (234,572 )     199,590  
 
                             
Total shareholders’ equity
    1,638,831       197,311       2,140,925       (2,338,236 )     1,638,831  
 
               
 
                             
Total liabilities and shareholders’ equity
  $ 1,642,644       492,171       5,156,302       (2,338,236 )   $ 4,952,881  
 
                             

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Table of Contents

Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Condensed Consolidating Balance Sheet
December 31, 2005
                                         
                    Non-                
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
ASSETS
                                       
Total investments
  $       12,448       2,997,234           $ 3,009,682  
Investment in subsidiaries
    1,410,794       448,839       436,368       (2,296,001 )      
Cash and cash equivalents
    129,962       5,010       685,774             820,746  
Reinsurance assets
                1,065,987             1,065,987  
Income tax recoverable
          5,874       18,648             24,522  
Other assets
    2,963       4,086       226,389             233,438  
 
                             
Total assets
  $ 1,543,719       476,257       5,430,400       (2,296,001 )   $ 5,154,375  
 
                             
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Liabilities
                                       
Reinsurance liabilities
  $             3,041,254           $ 3,041,254  
Debt obligations
          292,840                   292,840  
Other liabilities
    3,470       2,243       274,319             280,032  
 
                             
Total liabilities
    3,470       295,083       3,315,573             3,614,126  
 
                             
Shareholders’ Equity
                                       
Preferred shares
    57                         57  
Common shares
    590             6,250       (6,250 )     590  
Unearned share grant compensation
    (2,467 )                       (2,467 )
Additional paid-in capital
    1,527,316       192,036       2,050,834       (2,242,870 )     1,527,316  
Accumulated other comprehensive loss
    (40,718 )     (10,199 )     (52,840 )     63,039       (40,718 )
Retained earnings
    55,471       (663 )     110,583       (109,920 )     55,471  
 
                             
Total shareholders’ equity
    1,540,249       181,174       2,114,827       (2,296,001 )     1,540,249  
 
               
 
                             
Total liabilities and shareholders’ equity
  $ 1,543,719       476,257       5,430,400       (2,296,001 )   $ 5,154,375  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Consolidating Statement of Income
For the Three Months Ended
June 30, 2006
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Revenue:
                                       
Net premiums earned
  $             337,065           $ 337,065  
Net investment income
    1,472       227       43,649             45,348  
Net realized gains on investments
                14             14  
Other expense, net
                (2,324 )           (2,324 )
 
                             
Total revenue
    1,472       227       378,404             380,103  
 
                             
Expenses:
                                       
Losses and loss adjustment expenses
                187,464             187,464  
Acquisition expenses
                76,052             76,052  
Operating expenses
    5,551       108       17,733             23,392  
Net foreign currency exchange gains
                (414 )           (414 )
Interest expense
          5,450                   5,450  
 
                             
Total expenses
    5,551       5,558       280,835             291,944  
 
                             
Income (loss) before income tax expense (benefit)
    (4,079 )     (5,331 )     97,569             88,159  
Income tax expense (benefit)
          (1,866 )     8,277             6,411  
 
                             
Net income (loss) before equity in earnings of subsidiaries
    (4,079 )     (3,465 )     89,292             81,748  
Equity in earnings of subsidiaries
    85,827       22,765       12,226       (120,818 )      
 
                             
Net income
    81,748       19,300       101,518       (120,818 )     81,748  
Preferred dividends
    2,602                         2,602  
 
                             
Net income available to common shareholders
  $ 79,146       19,300       101,518       (120,818 )   $ 79,146  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Consolidating Statement of Income
For the Three Months Ended
June 30, 2005
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Revenue:
                                       
Net premiums earned
  $             431,470           $ 431,470  
Net investment income
    47       180       28,677             28,904  
Net realized losses on investments
                (555 )           (555 )
Other income, net
                588             588  
 
                             
Total revenue
    47       180       460,180             460,407  
 
                             
Expenses:
                                       
Losses and loss adjustment expenses
                240,852             240,852  
Acquisition expenses
                103,928             103,928  
Operating expenses
    4,633       231       18,616             23,480  
Net foreign currency exchange losses
    1             159             160  
Interest expense
    22       4,152                   4,174  
 
                             
Total expenses
    4,656       4,383       363,555             372,594  
 
                             
Income (loss) before income tax expense (benefit)
    (4,609 )     (4,203 )     96,625             87,813  
Income tax expense (benefit)
          (1,471 )     21,299             19,828  
 
                             
Net income (loss) before equity in earnings of subsidiaries
    (4,609 )     (2,732 )     75,326             67,985  
Equity in earnings of subsidiaries
    72,594       18,647       21,555       (112,796 )      
 
                             
Net income
  $ 67,985       15,915       96,881       (112,796 )   $ 67,985  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Consolidating Statement of Income
For the Six Months Ended June 30, 2006
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Revenue:
                                       
Net premiums earned
  $             681,366           $ 681,366  
Net investment income
    2,906       447       85,510             88,863  
Net realized gains on investments
                79             79  
Other income (expense), net
    1,100             (4,741 )           (3,641 )
 
                             
Total revenue
    4,006       447       762,214             766,667  
 
                             
Expenses:
                                       
Losses and loss adjustment expenses
                394,238             394,238  
Acquisition expenses
                145,291             145,291  
Operating expenses
    10,872       366       35,142             46,380  
Net foreign currency exchange gains
                (689 )           (689 )
Interest expense
          10,900                   10,900  
 
                             
Total expenses
    10,872       11,266       573,982             596,120  
 
                             
Income (loss) before income tax expense (benefit)
    (6,866 )     (10,819 )     188,232             170,547  
Income tax expense (benefit)
          (3,786 )     15,549             11,763  
Net income (loss) before equity in earnings of subsidiaries
    (6,866 )     (7,033 )     172,683             158,784  
Equity in earnings of subsidiaries
    165,650       33,227       23,064       (221,941 )      
 
                             
Net income
    158,784       26,194       195,747       (221,941 )     158,784  
Preferred dividends
    5,178                         5,178  
 
                             
Net income available to common shareholders
  $ 153,606       26,194       195,747       (221,941 )   $ 153,606  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Consolidating Statement of Income
For the Six Months Ended June 30, 2005
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Revenue:
                                       
Net premiums earned
  $             842,510           $ 842,510  
Net investment income
    72       257       55,480             55,809  
Net realized losses on investments
          1       (184 )           (183 )
Other income, net
                232             232  
 
                             
Total revenue
    72       258       898,038             898,368  
 
                             
Expenses:
                                       
Losses and loss adjustment expenses
                478,550             478,550  
Acquisition expenses
                197,177             197,177  
Operating expenses
    7,873       308       35,307             43,488  
Net foreign currency exchange losses
    1             1,957             1,958  
Interest expense
    53       6,294                   6,347  
 
                             
Total expenses
    7,927       6,602       712,991             727,520  
 
                             
Income (loss) before income tax expense
    (7,855 )     (6,344 )     185,047             170,848  
Income tax expense (benefit)
          (2,221 )     31,996             29,775  
 
                             
Net income (loss) before equity in earnings of subsidiaries
    (7,855 )     (4,123 )     153,051             141,073  
Equity in earnings of subsidiaries
    148,928       36,600       41,444       (226,972 )      
 
                             
Net income
  $ 141,073       32,477       194,495       (226,972 )   $ 141,073  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2006
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Net cash provided by (used in) operating activities
  $ (4,744 )     (3,060 )     344,909           $ 337,105  
 
                             
 
                                       
Investing Activities:
                                       
Proceeds from sale of available-for-sale fixed maturities
                190,248             190,248  
Proceeds from maturity or paydown of available-for-sale fixed maturities
          726       93,207             93,933  
Acquisition of available-for-sale fixed maturities
          (498 )     (662,529 )           (663,027 )
Increase in short-term investments
                (64,565 )           (64,565 )
Contributions to subsidiaries
          (300 )     300              
 
                             
Net cash used in investing activities
          (72 )     (443,339 )           (443,411 )
 
                             
 
Financing Activities:
                                       
Dividends paid to preferred shareholders
    (4,614 )                       (4,614 )
Dividends paid to common shareholders
    (9,487 )                       (9,487 )
Proceeds from exercise of share options
    10,491                         10,491  
 
                             
Net cash used in financing activities
    (3,610 )                       (3,610 )
 
                             
Net decrease in cash and cash equivalents
    (8,354 )     (3,132 )     (98,430 )           (109,916 )
Cash and cash equivalents at beginning of period
    129,962       5,010       685,774             820,746  
 
                             
Cash and cash equivalents at end of period
  $ 121,608       1,878       587,344           $ 710,830  
 
                             

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2005
                                         
                    Non-              
    Platinum     Platinum     guarantor     Consolidating        
    Holdings     Finance     Subsidiaries     Adjustments     Consolidated  
Net cash provided by (used in) operating activities
  $ (5,880 )     (1,157 )     383,439           $ 376,402  
 
                             
 
                                       
Investing Activities:
                                       
Proceeds from sale of available-for-sale fixed maturities
                207,840             207,840  
Proceeds from sale of subsidiary shares
                193,000       (193,000 )      
Proceeds from maturity or paydown of available-for-sale fixed maturities
          221       66,575             66,796  
Acquisition of available-for-sale fixed maturities
          12       (696,384 )           (696,372 )
Dividends from subsidiaries
    12,000                   (12,000 )      
Contributions to subsidiaries
          (25,000 )     25,000              
 
                             
Net cash provided by (used in) investing activities
    12,000       (24,767 )     (203,969 )     (205,000 )     (421,736 )
 
                             
Financing Activities:
                                       
Dividends paid to shareholders
    (6,911 )           (12,000 )     12,000       (6,911 )
Proceeds from exercise of share options
    4,984                         4,984  
Proceeds from issuance of debt
          246,900                   246,900  
Purchase of common shares
          (193,000 )           193,000        
 
                             
Net cash provided by (used in) financing activities
    (1,927 )     53,900       (12,000 )     205,000       244,973  
 
                             
Net increase in cash and cash equivalents
    4,193       27,976       167,470             199,639  
Cash and cash equivalents at beginning of period
    1,945       8,204       199,751             209,900  
 
                             
Cash and cash equivalents at end of period
  $ 6,138       36,180       367,221           $ 409,539  
 
                             
7. Retrocessional Reinsurance
     In the normal course of business and in accordance with industry practice, we retrocede a portion of our exposure with other reinsurance companies to limit our maximum loss arising out of any one occurrence. The effects of retrocessional reinsurance on premiums, losses and loss adjustment expenses (“LAE”) as of and for the three and six months ended June 30, 2006 and 2005 are as follows ($ in thousands):
                         
    Gross   Ceded   Net
For the three months ended June 30, 2006:
                       
 
                       
Premiums written
  $ 330,045       20,283     $ 309,762  
Premiums earned
    359,675       22,610       337,065  
Losses and LAE incurred
  $ 195,683       8,219     $ 187,464  

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Platinum Underwriters Holdings, Ltd. And Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), continued
For the Three and Six Months Ended June 30, 2006 and 2005
                         
    Gross   Ceded   Net
For the three months ended June 30, 2005:
                       
 
                       
Premiums written
  $ 428,886       5,927     $ 422,959  
Premiums earned
    438,926       7,456       431,470  
Losses and LAE incurred
    243,374       2,522       240,852  
 
                       
For the six months ended June 30, 2006:
                       
 
                       
Premiums written
    665,172       62,132       603,040  
Premiums earned
    722,886       41,520       681,366  
Losses and LAE incurred
    406,930       12,692       394,238  
 
                       
For the six months ended June 30, 2005:
                       
 
                       
Premiums written
    941,501       24,743       916,758  
Premiums earned
    863,901       21,391       842,510  
Losses and LAE incurred
  $ 487,269       8,719     $ 478,550  
     Platinum US and Platinum UK entered into a retrocessional reinsurance agreement under which they cede, on a quota share basis, 30% of new and renewal property catastrophe business effective on or after January 1, 2006. Under this agreement the retrocessionnaire is obligated to place premiums ceded in a trust for the benefit of Platinum US and Platinum UK as well as provide a letter of credit such that the combination of the two amounts will ultimately collateralize the limit of loss under this treaty. As of June 30, 2006, assets with a fair value of $10,535,000 were held in trust and Platinum US holds letters of credit in the amount of $95,760,000.

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
Business Overview
     The Platinum Underwriters Holdings, Ltd. (“Platinum Holdings”) is a Bermuda holding company organized in 2002. Platinum Holdings and its subsidiaries (collectively, the “Company”) operate through three licensed reinsurance subsidiaries: Platinum Underwriters Bermuda, Ltd. (“Platinum Bermuda”), Platinum Underwriters Reinsurance, Inc. (“Platinum US”) and Platinum Re (UK) Limited (“Platinum UK”). The Company provides property and marine, casualty and finite risk reinsurance coverages through reinsurance intermediaries to a diverse clientele of insurers and select reinsurers on a worldwide basis.
     The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2005. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
     We write property and casualty reinsurance. Property reinsurance protects a ceding company against financial loss arising out of damage to property or loss of its use caused by an insured peril. Examples of property reinsurance are property catastrophe and property per-risk coverages. Property catastrophe reinsurance protects a ceding company against losses arising out of multiple claims for a single event while property per-risk reinsurance protects a ceding company against loss arising out of a single claim for a single event. Casualty reinsurance protects a ceding company against financial loss arising out of the obligation to others for loss or damage to persons or property. Examples of casualty reinsurance are reinsurance treaties that cover umbrella liability, general and product liability, professional liability, workers’ compensation, casualty clash, automobile liability, surety and trade credit. Casualty reinsurance also includes accident and health reinsurance treaties, which are predominantly reinsurance of health insurance products.
     The property and casualty reinsurance industry is highly competitive. We compete with reinsurers worldwide, many of which have greater financial, marketing and management resources. The Company’s competitors can vary by type of business. Large multi-national and multi-line reinsurers represent some of our competitors in all lines and classes, while other specialty reinsurance companies in the United States compete in selective lines. Financial institutions have also created alternative capital market products that compete with reinsurance products, such as reinsurance securitization. Bermuda-based reinsurers tend to be the significant competitors on property catastrophe business. Lloyd’s of London syndicates are significant competitors on marine business. For casualty and other international classes of business, the large U.S. and European reinsurers are significant competitors.
     The reinsurance industry historically has been cyclical, characterized by periods of price competition due to excessive underwriting capacity as well as periods of favorable pricing due to shortages of underwriting capacity. Cyclical trends in the industry and the industry’s profitability can also be significantly affected by volatile developments, including natural and other catastrophes, such as hurricanes, windstorms, earthquakes, floods, fires, explosions and terrorist attacks, the frequency and severity of which are inherently difficult to predict. Property and casualty reinsurance rates often rise in the aftermath of significant catastrophe losses. To the extent that actual claim liabilities are higher than anticipated, the industry’s capacity to write new business diminishes. The industry is also affected by

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changes in the propensity of courts to expand insurance coverage and grant large liability awards, as well as fluctuations in interest rates, inflation and other changes in the economic environment that affect market prices of investments.
     Both insurers and reinsurers experienced record losses in 2005 from three significant named hurricanes, Katrina, Rita and Wilma (the “2005 Hurricanes”). These record catastrophe losses placed a significant strain on the capital of a number of companies. Commercial catastrophe models use more severe assumptions for frequency and severity of hurricane losses, rating agencies increased capital requirement measures and a number of our competitors were downgraded. Following these events, some insurers and reinsurers raised capital through equity and debt offerings. Many new Bermuda based reinsurers were formed. Some compete in the open market and others dedicate their capacity to a single sponsoring reinsurer. The competitive landscape is still evolving and the depth and breadth of market changes in reaction to the size of the hurricane losses is uncertain. The full effect of this activity on the reinsurance market and on the terms and conditions of the reinsurance contracts of the types we expect to underwrite may not be known for some time. Competition in the types of reinsurance business that we underwrite is based on many factors, including premium charges and other terms and conditions offered, services provided, ratings assigned by independent rating agencies, speed of claims payment, claims handling experience, perceived financial strength and experience and reputation of the reinsurer in the line of reinsurance to be underwritten.
Results of Operations
Three Months Ended June 30, 2006 as Compared with the Three Months Ended June 30, 2005
     Net income for the three months ended June 30, 2006 and 2005 was as follows ($ in thousands):
                         
    2006   2005   Increase
Net income
  $ 81,748       67,985     $ 13,763  
     The increase in net income in 2006 as compared with 2005 is primarily attributable to an increase in investment income of $16,444,000 and a decrease in income tax expense of $13,417,000, partially offset by a decrease in underwriting income of $12,309,000. Underwriting income consists of net premiums earned, less losses and loss adjustment expenses (“LAE”), acquisition expenses and operating costs related to underwriting operations. The increase in net income in 2006 as compared with 2005 was also impacted by an increase in operating expenses not specifically related to underwriting operations of $744,000, an increase in interest expense of $1,276,000 and an increase in other expense of $2,912,000.
     Net premiums written and net premiums earned for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Net premiums written
  $ 309,762       422,959     $ (113,197 )
Net premiums earned
  $ 337,065       431,470     $ (94,405 )
     The decrease in net premiums written in 2006 is attributable to the reduction in business written in the current period in the Property and Marine and Finite Risk segments, partially offset by an increase in net premiums written in the Casualty segment which is attributable to an increase in estimated premiums relating to business written in prior periods. In addition, in order to reduce our overall net exposure to catastrophe losses, Platinum US and Platinum UK commenced ceding, on a quota share basis, 30% of new and renewal property catastrophe business effective on or after January 1, 2006.

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The decrease in net premiums earned is due to the decrease in net premiums written and is affected by changes in the mix of business and the structure of the underlying reinsurance contracts.
     Net investment income for the three months ended June 30, 2006 and 2005 was $45,348,000 and $28,904,000, respectively. Net investment income increased in 2006 due to increased invested assets and increased yields. The increase in invested assets is attributable to positive net cash flows from operations in the twelve months since June 30, 2005 and the net proceeds from the issuance of common and preferred shares, partially offset by the repurchase of debt obligations in December 2005. Net investment income includes interest earned on funds held of $1,917,000 and $3,183,000 in 2006 and 2005, respectively. Net realized gains (losses) on investments were $14,000 and ($555,000) for the three months ended June 30, 2006 and 2005, respectively. Net realized losses on investments in 2005 include a provision of $769,000 for the permanent impairment of an investment in Inter-Ocean, Ltd., a non-public reinsurance company, included in other invested asset. Exclusive of this provision in 2005, net realized gains and losses on investments primarily result from of our efforts to manage credit quality, duration and sector allocation of the investment portfolio.
     Other income (expense) for the three months ended June 30, 2006 and 2005 was ($2,324,000) and $588,000, respectively. Other income (expense) is comprised primarily of changes in fair value of fixed maturities classified as trading, net earnings or expense on several reinsurance contracts in the Finite Risk segment that are accounted for as deposits and interest expense related to funds withheld. Other income (expense) for the three months ended June 30, 2006 includes ($1,565,000) of net unrealized losses relating to fixed maturities classified as trading and ($759,000) of net expense on reinsurance contracts accounted for as deposits. Other income (expense) for the three months ended June 30, 2005 includes $865,000 of net unrealized gains relating to fixed maturities classified as trading, $225,000 of net income on reinsurance contracts accounted for as deposits and ($502,000) of interest expense related to funds withheld.
     Losses and LAE and the resulting loss ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Losses and LAE
  $ 187,464       240,852     $ (53,388 )
Losses and LAE ratios
    55.6 %     55.8 %   (0.2) points
     The decrease in losses and LAE in 2006 as compared with 2005 is due primarily to the decrease in net premiums earned. The losses and LAE and the resulting losses and LAE ratios were also impacted by favorable loss development of $16,290,000, representing 4.8% of net premiums earned in 2006 and $17,256,000, representing 4.0% of net premiums earned in 2005.
     Acquisition expenses and resulting acquisition expense ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Acquisition expenses
  $ 76,052       103,928     $ (27,876 )
Acquisition expense ratios
    22.6 %     24.1 %   (1.5) points
     The decrease in acquisition expenses is due primarily to the decrease in net premiums earned in 2006 as compared with 2005 as well as shifts in the mix of business. The decrease in the acquisition expense ratio in 2006 as compared with 2005 is due partially to the decrease in assumed quota share contracts with ceding commissions in the Property and Marine and Finite Risk segments.

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Acquisition costs also include increases in commissions of $816,000 in 2006, representing 0.2% of net premiums earned, related to favorable loss development from prior years. Commission increases in 2005 related to prior years were approximately $3,293,000, representing 0.8% of net premiums earned.
     Operating expenses for the three months ended June 30, 2006 and 2005 were $23,392,000 and $23,480,000, respectively. Operating expenses include costs such as salaries, rent and like items related to reinsurance operations as well as costs associated with Platinum Holdings and its non-operating intermediate holding company subsidiaries. Operating expenses in 2006 decreased as compared with 2005 primarily due to a reduction in the amount of incentive-based compensation accrued in 2006 as compared with 2005, which was substantially offset by increases in other operating expenses.
     Net foreign currency exchange gains (losses) for the three months ended June 30, 2006 and 2005 were $414,000 and ($160,000), respectively. We routinely do business in various foreign currencies. Foreign currency exchange gains and losses result from the re-valuation into U.S. dollars of assets and liabilities denominated in foreign currencies. We periodically monitor our largest foreign currency exposures and purchase or sell foreign currency denominated invested assets to match these exposures. Net foreign currency exchange gains and losses arise as a result of fluctuations in the amounts of assets and liabilities denominated in foreign currencies as well as fluctuations in the currency exchange rates.
     Interest expense for the three months ended June 30, 2006 and 2005 was $5,450,000 and $4,174,000, respectively. The increase in 2006 as compared with 2005 is due to the increase in debt outstanding during the comparable periods. Interest expense in 2006 includes interest on the $250,000,000 of Series B 7.5% Notes due June 1, 2017 (the “Series B Notes”) as well as interest on the remaining balance of $42,840,000 of the Series B 6.371% Remarketed Senior Guaranteed Notes due November 16, 2007 (the “Remarketed Notes”). Interest expense in 2005 includes interest related to $137,500,000 of 5.25% Senior Guaranteed Notes that were part of the Equity Security Units issued in November 2002 (the “Senior Notes”) as well as interest on the Series B Notes for one month of the three months ended June 30, 2005. The Senior Notes were remarketed in August 2005 and then subsequently partially repurchased in December 2005.
     Income tax expense and the effective income tax rates for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Income tax expense
  $ 6,411       19,828     $ (13,417 )
Effective income tax rates
    7.3 %     22.6 %   (15.3) points
     The decrease in income tax expense and the effective income tax rate in 2006 as compared with 2005 are due primarily to $9,150,000 of income taxes in 2005 associated with the transfer from Platinum Finance to Platinum Holdings of $183,350,000 of the proceeds from the sale of the Series B Notes. This transaction was deemed to be a taxable distribution under U.S. tax law and accordingly, subject to U.S. withholding tax. The decrease in the income tax expense and effective tax rate is also due to a higher percentage of income before income taxes being generated by Platinum Bermuda, which is not subject to corporate income tax. In 2006, the combined net income derived from Platinum Holdings and Platinum Bermuda was approximately 77.6% of the total net income before tax expense as compared with approximately 62.1% in 2005.

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Six Months Ended June 30, 2006 as Compared with the Six Months Ended June 30, 2005
     Net income for the six months ended June 30, 2006 and 2005 was as follows ($ in thousands):
                         
    2006   2005   Increase
Net income
  $ 158,784       141,073     $ 17,711  
     The increase in net income in 2006 as compared with 2005 is primarily attributable to an increase in investment income of $33,054,000 and a decrease in income tax expense of $18,012,000, partially offset by a decrease in underwriting income of $24,795,000. Underwriting income in 2006 and 2005 was impacted by net development that includes the net development of prior years unpaid losses and LAE and the related impact on premiums and profit commissions. Net favorable development, which is a component of underwriting income, was $12,098,000 in 2006 as compared with $35,633,000 in 2005. The increase in net income in 2006 as compared with 2005 was also impacted by an increase in operating expenses not specifically related to underwriting operations of $3,043,000, an increase in interest expense of $4,553,000 and a decrease in other income of $3,873,000.
     Net premiums written and net premiums earned for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Net premiums written
  $ 603,040       916,758     $ (313,718 )
Net premiums earned
  $ 681,366       842,510     $ (161,144 )
     The decrease in net premiums written in 2006 is primarily attributable to the reduction in business written in the Finite Risk segment as well as decreases of lesser magnitudes in certain classes written in both the Property and Marine and Casualty segments. Two significant quota share contracts in the Finite Risk segment expired. We have also commenced retroceding 30% of certain property catastrophe business on a quota share basis. The decrease in net premiums earned is due to the decrease in net premiums written and is also affected by changes in the mix of business and the structure of the underlying reinsurance contracts.
     Net investment income for the six months ended June 30, 2006 and 2005 was $88,863,000 and $55,809,000, respectively. Net investment income increased in 2006 as compared with 2005 due to increased invested assets and increased yields. The increase in invested assets is attributable to positive net cash flows from operations in the twelve months since June 30, 2005 and the net proceeds from the issuance of common and preferred shares, partially offset by the repurchase of obligations in December 2005. Net investment income includes interest earned on funds held of $4,270,000 and $5,494,000 in 2006 and 2005, respectively. Net realized gains (losses) on investments were $79,000 and ($183,000) for the six months ended June 30, 2006 and 2005, respectively. Net realized losses on investments in 2005 include a provision of $769,000 for the permanent impairment of an investment in Inter-Ocean, Ltd., a non-public reinsurance company, included in other invested asset. Exclusive of this provision in 2005, net realized gains and losses on investments primarily result from our efforts to manage credit quality, duration and sector allocation of the investment portfolio.
     Other income (expense) for the six months ended June 30, 2006 and 2005 was ($3,641,000) and $232,000, respectively. Other income (expense) is comprised primarily of changes in fair value of fixed maturities classified as trading and net earnings or expense on several reinsurance contracts in the Finite Risk segment that are accounted for as deposits. Other income (expense) for the six months ended June 30, 2006 includes ($3,238,000) of net unrealized losses relating to fixed maturities classified as

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trading and ($403,000) of net expense on reinsurance contracts accounted for as deposits. Other income (expense) for the six months ended June 30, 2005 includes $531,000 of net unrealized gains relating to changes in fair value of fixed maturities classified as trading, $203,000 of net earnings on reinsurance contracts accounted for as deposits and ($502,000) of interest expense related to funds withheld.
     Losses and LAE and the resulting loss ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase
    2006   2005   (decrease)
Losses and LAE
  $ 394,238       478,550     $ (84,312 )
Loss and LAE ratios
    57.9 %     56.8 %   1.1 points
     The decrease in losses and LAE in 2006 as compared with 2005 is due primarily to the decrease in net premiums earned in all segments. The increase in the loss and LAE ratio is due primarily to less net favorable loss development in 2006 as compared with 2005. Net favorable loss development was $11,931,000, representing 1.8% of net premiums earned, in 2006 as compared with approximately $33,118,000, representing 3.9% of net premiums earned in 2005. Exclusive of loss development, the loss and LAE ratio in 2006 is favorably affected by a shift in the mix of business. Net premiums earned and related losses and LAE have decreased in classes of business such as finite casualty, crop, trade credit and accident and health, which have loss ratios higher than our overall book of business. Additionally, net premiums earned have increased in catastrophe exposed classes that, in the absence of catastrophes, have lower loss ratios than our overall book of business.
     Acquisition expenses and resulting acquisition expense ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006   2005   Decrease
Acquisition expenses
  $ 145,291       197,177     $ (51,886 )
Acquisition expense ratios
    21.3 %     23.4 %   (2.1) points
     The decrease in acquisition expenses is due primarily to the decrease in net premiums earned in 2006 as compared with 2005. The decrease in the acquisition expense ratio in 2006 as compared with 2005 is due partially to the decrease in assumed quota share contracts with ceding commissions in the Property and Marine and Finite Risk segments. The decrease is also due to lower commissions on property contracts in force in 2006 that have adjustable commissions and prior year catastrophe loss experience.
     Operating expenses for the six months ended June 30, 2006 and 2005 were $46,380,000 and $43,488,000, respectively. Operating expenses include costs such as salaries, rent and like items related to reinsurance operations as well as costs associated with Platinum Holdings. The increase in operating expenses in 2006 as compared with 2005 includes an increase of $1,278,000 of fees relating to the Services and Capacity Reservation Agreement dated November 1, 2002 with RenaissanceRe Holdings, Ltd. (the “RenRe Agreement”) that provides for a periodic review of aggregate property catastrophe exposures by RenaissanceRe Holdings, Ltd. The increase in these fees is due to an increase in gross premiums written in the catastrophe classes. The increase in operating expenses also includes increased salaries and benefits, increased legal and regulatory costs, partially offset by a reduction in the amount of incentive-based compensation accrued in 2006 as compared with 2005.

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     Net foreign currency exchange (gains) losses for the six months ended June 30, 2006 and 2005 were ($689,000) and $1,958,000, respectively. We routinely do business in multiple foreign currencies. Foreign currency exchange gains and losses result from the re-valuation into U.S. dollars of assets and liabilities denominated in foreign currencies. We periodically monitor our largest foreign currency exposures and purchase or sell foreign currency denominated invested assets to match these exposures. Net foreign currency exchange gains and losses arise as a result of fluctuations in the amounts of assets and liabilities denominated in foreign currencies as well as fluctuations in the currency exchange rates.
     Interest expense for the six months ended June 30, 2006 and 2005 was $10,900,000 and $6,347,000, respectively. The increase in 2006 as compared with 2005 is due to the increase in debt outstanding during the comparable periods. Interest expense in 2006 includes interest on the Series B Notes as well as interest on the remaining balance of $42,840,000 of the Remarketed Notes. Interest expense in 2005 includes interest related to $137,500,000 of 5.25% Senior Guaranteed Notes. The Senior Guaranteed Notes were remarketed in August 2005 and then subsequently partially repurchased in December 2005.
     Income tax expense and the effective income tax rates for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006     2005     Decrease  
Income tax expense
  $ 11,763       29,775     $ (18,012 )
Effective income tax rates
    6.9 %     17.4 %   (10.5) points
     The decrease in income tax expense and the effective income tax rate in 2006 as compared with 2005 is due primarily to $9,150,000 of income taxes in 2005 associated with the transfer of $183,350,000 of the proceeds from the sale of the Series B Notes from Platinum Finance to Platinum Holdings. The decrease in income tax expense and the effective tax rate is also due to a higher percentage of our income before income taxes being generated by Platinum Bermuda, which is not subject to corporate income tax. In 2006, the combined net income derived from Platinum Holdings and Platinum Bermuda was approximately 78.3% of the total net income before tax expense as compared with approximately 62.4% in 2005.
Segment Information
     We conduct our worldwide reinsurance business through three operating segments: Property and Marine, Casualty and Finite Risk. In managing our operating segments, we use measures such as underwriting income and underwriting ratios to evaluate segment performance. We do not allocate by segment our assets or certain income and expenses such as investment income, interest expense and certain corporate expenses. Total underwriting income is reconciled to income before income tax expense. The measures we use in evaluating our operating segments should not be used as a substitute for measures determined under U.S. GAAP. The following table summarizes underwriting activity and ratios for the three operating segments for the three and six months ended June 30, 2006 and 2005 ($ in thousands):

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    Property                    
    and Marine     Casualty     Finite Risk     Total  
Three months ended June 30, 2006:
                               
Net premiums written
  $ 85,624       199,298       24,840     $ 309,762  
 
                       
Net premiums earned
    113,092       185,073       38,900       337,065  
Losses and LAE
    27,867       127,824       31,773       187,464  
Acquisition expenses
    21,239       45,168       9,645       76,052  
Other underwriting expenses
    9,006       7,688       1,019       17,713  
 
                       
Segment underwriting income (loss)
  $ 54,980       4,393       (3,537 )     55,836  
 
                         
Net investment income and net realized gains on investments
                            45,362  
Net foreign currency exchange gains
                            414  
Other expense
                            (2,324 )
Corporate expenses not allocated to segments
                            (5,679 )
Interest expense
                            (5,450 )
 
                             
Income before income tax expense
                          $ 88,159  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    24.6 %     69.1 %     81.7 %     55.6 %
Acquisition expense
    18.8 %     24.4 %     24.8 %     22.6 %
Other underwriting expense
    8.0 %     4.2 %     2.6 %     5.3 %
 
                       
Combined
    51.4 %     97.7 %     109.1 %     83.5 %
 
                       
 
                       
 
                               
Three months ended June 30, 2005:
                               
Net premiums written
  $ 134,953       188,890       99,116     $ 422,959  
 
                       
Net premiums earned
    140,669       198,723       92,078       431,470  
Losses and LAE
    58,499       127,531       54,822       240,852  
Acquisition expenses
    29,695       47,963       26,270       103,928  
Other underwriting expenses
    8,240       8,972       1,333       18,545  
 
                       
Segment underwriting income
  $ 44,235       14,257       9,653       68,145  
 
                         
Net investment income and net realized losses on investments
                            28,349  
Net foreign currency exchange losses
                            (160 )
Other income
                            588  
Corporate expenses not allocated to segments
                            (4,935 )
Interest expense
                            (4,174 )
 
                             
Income before income tax expense
                          $ 87,813  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    41.6 %     64.2 %     59.5 %     55.8 %
Acquisition expense
    21.1 %     24.1 %     28.5 %     24.1 %
Other underwriting expense
    5.9 %     4.5 %     1.4 %     4.3 %
 
                       
Combined
    68.6 %     92.8 %     89.4 %     84.2 %
 
                       

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    Property                    
    and Marine     Casualty     Finite Risk     Total  
Six Months Ended June 30, 2006:
                               
Net premiums written
  $ 250,888       381,648       (29,496 )   $ 603,040  
 
                       
Net premiums earned
    244,636       358,741       77,989       681,366  
Losses and LAE
    87,695       244,389       62,154       394,238  
Acquisition expenses
    40,888       86,522       17,881       145,291  
Other underwriting expenses
    19,034       14,023       1,944       35,001  
 
                       
Segment underwriting income (loss)
  $ 97,019       13,807       (3,990 )     106,836  
 
                         
Net investment income and net realized gains on investments
                            88,942  
Net foreign currency exchange gains
                            689  
Other expense
                            (3,641 )
Corporate expenses not allocated to segments
                            (11,379 )
Interest expense
                            (10,900 )
 
                             
Income before income tax expense
                          $ 170,547  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    35.8 %     68.1 %     79.7 %     57.9 %
Acquisition expense
    16.7 %     24.1 %     22.9 %     21.3 %
Other underwriting expense
    7.8 %     3.9 %     2.5 %     5.1 %
 
                       
Combined
    60.3 %     96.1 %     105.1 %     84.3 %
 
                       
 
                       
 
                               
Six months ended June 30, 2005:
                               
Net premiums written
  $ 320,002       404,559       192,197     $ 916,758  
 
                       
Net premiums earned
    268,866       383,491       190,153       842,510  
Losses and LAE
    118,539       245,969       114,042       478,550  
Acquisition expenses
    51,684       93,165       52,328       197,177  
Other underwriting expenses
    15,963       16,285       2,904       35,152  
 
                       
Segment underwriting income
  $ 82,680       28,072       20,879       131,631  
 
                         
Net investment income and net realized losses on investments
                            55,626  
Net foreign currency exchange losses
                            (1,958 )
Other income
                            232  
Corporate expenses not allocated to segments
                            (8,336 )
Interest expense
                            (6,347 )
 
                             
Income before income tax expense
                          $ 170,848  
 
                             
 
                               
Ratios:
                               
Losses and LAE
    44.1 %     64.1 %     60.0 %     56.8 %
Acquisition expense
    19.2 %     24.3 %     27.5 %     23.4 %
Other underwriting expense
    5.9 %     4.2 %     1.5 %     4.2 %
 
                       
Combined
    69.2 %     92.6 %     89.0 %     84.4 %
 
                       

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     Property and Marine
     The Property and Marine operating segment includes principally property (including crop) and marine reinsurance coverages that are written in the United States and international markets. This business includes catastrophe excess-of-loss treaties, per-risk excess-of-loss treaties and proportional treaties. This operating segment generated 27.7% and 31.9% of our net premiums written for the three months ended June 30, 2006 and 2005, respectively, and 41.6% and 34.9% of our net premiums written for the six months ended June 30, 2006 and 2005, respectively.
Three Months Ended June 30, 2006 as Compared with the Three Months Ended June 30, 2005
     Gross, ceded and net premiums written and earned for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ 102,188       136,933     $ (34,745 )
Ceded premiums written
    16,564       1,980       14,584  
 
                 
Net premiums written
    85,624       134,953       (49,329 )
 
                 
 
                       
Gross premiums earned
    131,984       143,756       (11,772 )
Ceded premiums earned
    18,892       3,087       15,805  
 
                 
Net premiums earned
  $ 113,092       140,669     $ (27,577 )
 
                 
     The decrease in net premiums written and earned in 2006 as compared with 2005 is primarily due to decreases in the crop, North American property proportional, property risk excess and aviation classes of business. The decrease in crop business is due to the expiration of a significant contract. The decrease in North American property proportional and property risk excess is due to our decision to favor North American catastrophe excess business over North American property proportional and risk excess catastrophe exposed business. In addition, in order to reduce our overall net exposure to catastrophe losses, Platinum US and Platinum UK commenced ceding, on a quota share basis, 30% of new and renewal property catastrophe business effective on or after January 1, 2006. The decrease in aviation business is due to the expiration of one proportional contract. Net premiums written and earned in 2006 include a reduction in additional premiums of $2,131,000 relating to prior year events. Net premiums written and earned in 2005 include $1,147,000 of net additional premiums relating to prior year events.
     Losses and LAE and the resulting loss ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006     2005     Decrease  
Losses and LAE
  $ 27,867       58,499     $ (30,632 )
Loss and LAE ratios
    24.6 %     41.6 %   (17.0) points
     The decrease in losses and LAE in 2006 as compared with 2005 is due to the decrease in net premiums earned and the difference in favorable loss development. The losses and LAE and loss and LAE ratios in 2006 and 2005 were impacted by favorable loss development of $20,008,000, representing 17.7% of net premiums earned in 2006, and $5,237,000, representing 3.7% of net premiums earned in 2005. In addition, the loss and LAE ratio is favorably impacted by the decrease in crop business that has a higher loss ratio than the remainder of the segment.

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     Acquisition expenses and resulting acquisition expense ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006     2005     Decrease  
Acquisition expenses
  $ 21,239       29,695     $ (8,456 )
Acquisition expense ratios
    18.8 %     21.1 %   (2.3) points
     The decrease in acquisition expenses in 2006 as compared with 2005 is primarily due to the decrease in net premiums earned. The decrease in the acquisition expense ratio results from a change in the mix of business. Net premiums earned in 2006 have a greater proportion of catastrophe excess business that has lower acquisition expenses and a smaller proportion of pro rata business that has higher acquisition expenses. Acquisition costs include increases in commissions of $682,000 in 2006, representing 0.6% of net premiums earned related to favorable loss development from prior years. Commission increases in 2005 related to prior years were approximately $2,441,000, representing 1.7% of net premiums earned.
     Other underwriting expenses for the three months ended June 30, 2006 and 2005 were $9,006,000 and $8,240,000, respectively. Other underwriting expenses include costs such as salaries, rent and like items related to property and marine underwriting operations. The increase in other underwriting expenses is due to increased property underwriting activity at Platinum Bermuda as well as increased fees relating to the RenRe Agreement. Other underwriting expenses for the three months ended June 30, 2006 and 2005 include fees of $1,164,000 and $774,000, respectively, relating to the RenRe Agreement. The increase in the fee in 2006 as compared with 2005 is due to an increase in gross premiums written in the catastrophe classes of business subject to the fee.
Six Months Ended June 30, 2006 as Compared with the Six Months Ended June 30, 2005
     Gross, ceded and net premiums written and earned for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ 309,179       326,820     $ (17,641 )
Ceded premiums written
    58,291       6,818       51,473  
 
                 
Net premiums written
    250,888       320,002       (69,114 )
 
                 
 
                       
Gross premiums earned
    280,963       274,025       6,938  
Ceded premiums earned
    36,327       5,159       31,168  
 
                 
Net premiums earned
  $ 244,636       268,866     $ (24,230 )
 
                 
     Net premiums written and earned decreased in 2006 as compared with 2005 across most property classes. The most significant decreases were in the crop, North American property proportional and risk excess and aviation classes. The decrease in crop business is due to the expiration of a significant contract. The decrease in North American property proportional and property risk excess is due to our decision to favor North American catastrophe excess business over North American property proportional and risk excess catastrophe exposed business. In addition, in order to reduce our overall net exposure to catastrophe losses, Platinum US and Platinum UK commenced ceding, on a quota share basis, 30% of certain new and renewal property catastrophe business effective on or after January 1, 2006 to a non-affiliated reinsurer. The decrease in aviation business is due to the expiration of one proportional contract. Net premiums written and earned in 2006 include a reduction in additional premiums of

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$692,000 relating to prior year events. Net premiums written and earned in 2005 include $2,683,000 of net additional premiums relating to prior year events.
     Losses and LAE and the resulting loss ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006     2005     Decrease  
Losses and LAE
  $ 87,695       118,539     $ (30,844 )
Loss and LAE ratios
    35.8 %     44.1 %   (8.3) points
     The decrease in losses and LAE in 2006 as compared with 2005 is due to the decrease in net premiums earned and the difference in favorable loss development. The losses and LAE and loss and LAE ratios in 2006 and 2005 were impacted by favorable loss development of $17,392,000, representing 7.1% of net premiums earned in 2006 and $9,086,000 representing 3.4% of net premiums earned in 2005. In addition, the loss and LAE ratio is impacted by an increase in catastrophe business that, in the absence of catastrophe events, has a lower loss ratio than the remainder of the segment and a decrease in crop business that has a higher loss ratio than the remainder of the segment.
     Acquisition expenses and resulting acquisition expense ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
    2006     2005     Decrease  
Acquisition expenses
  $ 40,888       51,684     $ (10,796 )
Acquisition expense ratios
    16.7 %     19.2 %   (2.5) Points
     The decrease in acquisition expenses in 2006 as compared with 2005 is primarily due to the decrease in net premiums earned. The decrease in the acquisition expense ratio is due to a change in the mix of business. Net premiums earned in 2006 has a greater proportion of catastrophe excess business that has lower acquisition expenses and a smaller proportion of pro rata business which has higher acquisition expenses. Acquisition costs include increases in commissions of $1,024,000 in 2006, representing 0.4% of net premiums earned related to favorable loss development from prior years as compared with approximately $2,441,000, representing 0.9% of net premiums earned in 2005.
     Other underwriting expenses for the six months ended June 30, 2006 and 2005 were $19,034,000 and $15,963,000, respectively. The increase in other underwriting expenses is due to increased property underwriting activity at Platinum Bermuda as well as increased fees relating to the RenRe Agreement. Other underwriting expenses for the six months ended June 30, 2006 and 2005 include fees of $4,839,000 and $3,561,000, respectively, relating to the RenRe Agreement. The increase in the fee in 2006 as compared with 2005 is due to an increase in gross premiums written in the catastrophe classes of business subject to the fee.
     Casualty
     The Casualty operating segment principally includes reinsurance treaties that cover umbrella liability, general and product liability, professional liability, workers’ compensation, casualty clash, automobile liability, surety and trade credit. This operating segment also includes accident and health treaties, which are predominantly reinsurance of health insurance products. This operating segment generated 64.3% and 44.7% of our net premiums written for the three months ended June 30, 2006 and 2005, respectively, and 63.3% and 44.1% of our net premiums written for the six months ended June 30, 2006 and 2005, respectively.

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Three Months Ended June 30, 2006 as Compared with the Three Months Ended June 30, 2005
     Net premiums written and net premiums earned for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ 199,299       188,990     $ 10,309  
Ceded premiums written
    1       100       (99 )
 
                 
Net premiums written
    199,298       188,890       10,408  
 
                 
 
                       
Gross premiums earned
    185,073       198,919       (13,846 )
Ceded premiums earned
          196       (196 )
 
                 
Net premiums earned
  $ 185,073       198,723     $ (13,650 )
 
                 
     The increase in net premiums written is due to an increase in premium estimates in the umbrella and financial lines classes related to business written in prior periods. The decrease in net premiums earned is related to the year to date decrease in net premiums written and is affected by changes in the mix of business and the structure of the underlying reinsurance contracts.
     Losses and LAE and the resulting loss ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Losses and LAE
  $ 127,824       127,531     $ 293  
Loss and LAE ratios
    69.1 %     64.2 %   4.9 points
     The losses and LAE in 2006 are comparable with 2005. The increase in the loss and LAE ratio in 2006 as compared with 2005 is due to less favorable loss development in 2006 as compared with 2005. Losses and LAE included no significant loss development in 2006 and approximately $4,935,000 of net favorable loss development, representing 2.5% of net premiums earned in 2005. The net favorable loss development is primarily in casualty classes with short loss development periods. The loss ratio is also affected by changes in the mix of business within the segment.
     Acquisition expenses and resulting acquisition expense ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Acquisition expenses
  $ 45,168       47,963     $ (2,795 )
Acquisition expense ratios
    24.4 %     24.1 %   0.3 points
     The decrease in acquisition expenses is due primarily to the decrease in net premiums earned in 2006 as compared with 2005. The resulting acquisition expense ratios are comparable.
     Other underwriting expenses for the three months ended June 30, 2006 and 2005 were $7,688,000 and $8,972,000, respectively, and represent costs such as salaries, rent and like items. The resulting other underwriting expense ratios for the three months ended June 30, 2006 and 2005 were 4.2%

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and 4.5%, respectively. The decrease in operating costs and resulting other underwriting expense ratios is primarily due to a reduction in the amount of incentive-based compensation accrued in 2006 as compared with 2005.
Six Months Ended June 30, 2006 as Compared with the Six Months Ended June 30, 2005
     Net premiums written and net premiums earned for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ 381,631       404,659     $ (23,028 )
Ceded premiums written
    (17 )     100       (117 )
 
                 
Net premiums written
    381,648       404,559       (22,911 )
 
                 
 
                       
Gross premiums earned
    358,723       383,951       (25,228 )
Ceded premiums earned
    (18 )     460       (478 )
 
                 
Net premiums earned
  $ 358,741       383,491     $ (24,750 )
 
                 
     The decrease in net premiums written in 2006 is due to decreases in the accident and health and trade credit classes. Accident and health net premiums written have decreased as a result of deteriorating profitability in the employers’ stop loss market. The decrease in net premiums written in the trade credit class is due to less attractive reinsurance terms and conditions. The decrease in net premiums written was partially offset by an increase in premium estimates in the umbrella class related to business written in prior periods. The decrease in net premiums earned is related to the decrease in net premiums written. Net premiums written and earned are also affected by changes in the mix of business and the structure of the underlying reinsurance contracts.
     Losses and LAE and the resulting loss ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Losses and LAE
  $ 244,389       245,969     $ (1,580 )
Loss and LAE ratios
    68.1 %     64.1 %   4.0 points
     The losses and LAE in 2006 are comparable with 2005. The increase in the loss and LAE ratio in 2006 as compared with 2005 is primarily due to less favorable loss development in 2006 as compared with 2005. Losses and LAE included net favorable loss development of approximately $894,000, representing 0.2% of net premiums earned in 2006, and approximately $11,809,000 of net favorable loss development, representing 3.1% of net premiums earned in 2005. The net favorable loss development is primarily in casualty classes with short loss development periods. The loss ratio is also affected by the changes in the mix of business within the segment.
     Acquisition expenses and resulting acquisition expense ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):

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    2006     2005     Decrease  
Acquisition expenses
  $ 86,522       93,165     $ (6,643 )
Acquisition expense ratios
    24.1 %     24.3 %   (0.2) points
     The decrease in acquisition expenses is due primarily to the decrease in net premiums earned in 2006 as compared with 2005. The resulting acquisition expense ratios are comparable.
     Other underwriting expenses for the six months ended June 30, 2006 and 2005 were $14,023,000 and $16,285,000, respectively. Other underwriting expenses include costs such as salaries, rent and like items related to casualty underwriting operations. The resulting other underwriting expense ratios for the six months ended June 30, 2006 and 2005 were 3.9% and 4.2%, respectively. The decreases in operating costs and resulting other underwriting expense ratios are primarily due to a reduction in the amount of incentive-based compensation accrued in 2006 as compared with 2005.
     Finite Risk
     The Finite Risk operating segment includes principally structured reinsurance contracts with ceding companies whose needs may not be met efficiently through traditional reinsurance products. The classes of risks underwritten through finite risk contracts are generally consistent with the classes covered by traditional products. In exchange for contractual features that limit our downside risk, we provide the potential for significant profit commission to the ceding company. Due to the significant inverse relationship between losses and commissions for this segment, we believe it is important to evaluate the overall combined ratio, rather than its component parts of loss and loss adjustment expense ratios. The finite risk contracts that we underwrite generally provide prospective protection, meaning coverage is provided for losses that are incurred after inception of the contract, as contrasted with retrospective coverage, which covers losses that are incurred prior to inception of the contract. The three main categories of our finite risk contracts are quota share, multi-year excess-of-loss and whole account aggregate stop loss. This operating segment represented 8.0% and 23.4% of our net premiums written for the three months ended June 30, 2006 and 2005, respectively, and (4.9%) and 21.0% of our net premiums written for the six months ended June 30, 2006 and 2005, respectively. The ongoing investigations by legal and regulatory authorities have curtailed demand for finite risk products in 2006 and 2005.
Three Months Ended June 30, 2006 as Compared with the Three Months Ended June 30, 2005
     Net premiums written and net premiums earned for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ 28,558       102,963     $ (74,405 )
Ceded premiums written
    3,718       3,847       (129 )
 
                 
Net premiums written
    24,840       99,116       (74,276 )
 
                 
 
                       
Gross premiums earned
    42,618       96,251       (53,633 )
Ceded premiums earned
    3,718       4,173       (455 )
 
                 
Net premiums earned
  $ 38,900       92,078     $ (53,178 )
 
                 

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     The Finite Risk portfolio consists of a small number of contracts that can be large in premium size and, consequently, overall premium volume may vary significantly from year to year. The decrease in net premiums written and earned is primarily due to the termination of two finite casualty contracts.
     Losses and LAE, acquisition expenses and the resulting ratios for the three months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Losses and LAE
  $ 31,773       54,822     $ (23,049 )
Loss and LAE ratios
    81.7 %     59.5 %   22.2 points
Acquisition expenses
  $ 9,645       26,270     $ (16,625 )
Acquisition expense ratios
    24.8 %     28.5 %   (3.7) points
Losses, LAE and acquisition expenses
  $ 41,418       81,092     $ (39,674 )
Loss, LAE and acquisition expense ratios
    106.5 %     88.0 %   18.5 points
     The decrease in losses, LAE and acquisition expenses in 2006 as compared with 2005 is due primarily to the decrease in net premiums earned. The increase in the loss, LAE and acquisition expense ratio in 2006 as compared with 2005 is primarily due to the unfavorable net development from prior years in 2006 as compared with the favorable net development from prior years in 2005. Losses, LAE and acquisition expenses included net unfavorable development of approximately of $3,844,000, representing 9.9% of net premiums earned in 2006, as compared with net favorable development of approximately $6,232,000, representing 6.8% of net premiums earned in 2005. The loss ratio is also affected by the continued shift in the mix of business toward finite casualty that has a higher combined ratio than the remainder of the segment.
     Other underwriting expenses for the three months ended June 30, 2006 and 2005 were $1,019,000 and $1,333,000, respectively, and represent costs such as salaries, rent and like items. The decrease in other underwriting expenses is due to cost reductions in the segment as a result of the decline in underwriting activity. In addition, due to the decline in the volume of underwriting activity in the segment, the percentage of common operating and administrative costs that are allocated to the segment has also declined.
Six Months Ended June 30, 2006 as Compared with the Six Months Ended June 30, 2005
     Net premiums written and net premiums earned for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Gross premiums written
  $ (25,638 )     210,022     $ (235,660 )
Ceded premiums written
    3,858       17,825       (13,967 )
 
                 
Net premiums written
    (29,496 )     192,197       (221,693 )
 
                 
 
                       
Gross premiums earned
    83,200       205,925       (122,725 )
Ceded premiums earned
    5,211       15,772       (10,561 )
 
                 
Net premiums earned
  $ 77,989       190,153     $ (112,164 )
 
                 

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     The decrease in net premiums written and earned is primarily attributable to the termination of two significant finite casualty contracts. One of the contracts was terminated effective January 1, 2006 on a cut-off basis, which resulted in the return of previously written but unearned premium. The ongoing investigations by legal and regulatory authorities have curtailed demand for finite risk products in 2006 and 2005.
     Losses and LAE, acquisition expenses and the resulting ratios for the six months ended June 30, 2006 and 2005 were as follows ($ in thousands):
                         
                    Increase  
    2006     2005     (decrease)  
Losses and LAE
  $ 62,154       114,042     $ (51,888 )
Loss and LAE ratios
    79.7 %     60.0 %   19.7 points
Acquisition expenses
  $ 17,881       52,328     $ (34,447 )
Acquisition expense ratios
    22.9 %     27.5 %   (4.6) points
Losses, LAE and acquisition expenses
  $ 80,035       166,370     $ (86,335 )
Loss, LAE and acquisition expense ratios
    102.6 %     87.5 %   15.1 points
     The decrease in losses, LAE and acquisition expenses in 2006 as compared with 2005 is due primarily to the decrease in net premiums earned. The increase in the loss, LAE and acquisition expense ratio in 2006 as compared with 2005 is primarily due to the unfavorable net development from prior years in 2006 as compared with the favorable net development from prior years in 2005. Losses, LAE and acquisition expenses included net unfavorable development of approximately $6,030,000, representing 7.7% of net premiums earned in 2006, as compared with net favorable development of approximately $14,449,000, representing 7.6% of net premiums earned in 2005. The loss ratio is also affected by the continued shift in the mix of business toward finite casualty that has a higher combined ratio than the remainder of the segment.
     Other underwriting expenses for the six months ended June 30, 2006 and 2005 were $1,944,000 and $2,904,000, respectively, and represent costs such as salaries, rent and like items. The decrease in other underwriting expenses is due to cost reductions in the segment as a result of the decline in underwriting activity in the segment. In addition, due to the decline in underwriting activity in the segment, the percentage of common operating and administrative costs that are allocated to the Finite Risk segment has also declined.
Financial Condition, Liquidity and Capital Resources
     Financial Condition
     Cash and cash equivalents and investments as of June 30, 2006 and December 31, 2005 were as follows ($ in thousands):

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    June 30,     December 31,     Increase  
    2006     2005     (decrease)  
Cash and cash equivalents
  $ 710,830       820,746     $ (109,916 )
Fixed maturity securities
    3,211,755       2,987,703       224,052  
Preferred stocks
    7,699       8,186       (487 )
Short-term investments
    75,576       8,793       66,783  
Other invested asset
    5,000       5,000        
 
                 
Total
  $ 4,010,860       3,830,428     $ 180,432  
 
                 
     The net increase in total cash and cash equivalents and investments is due to positive net cash flows from operations in the six months ended June 30, 2006. This increase was partially offset by the decline in fair value of our investments. Our available-for-sale and trading portfolios are primarily composed of diversified, high quality, predominantly publicly traded fixed maturity securities. Our investment portfolio, excluding cash and cash equivalents, had a weighted average duration of 3.2 years as of June 30, 2006. We maintain and periodically update our overall duration target for the portfolio and routinely monitor the composition of, and cash flows from, the portfolio to maintain liquidity necessary to meet our obligations.
     Premiums receivable include significant estimates. Premiums receivable as of June 30, 2006 of $401,746,000 include $351,594,000 that is based upon estimates. Premiums receivable as of December 31, 2005 of $567,449,000 include $496,603,000 that is based upon estimates. An allowance for uncollectible premiums is established for possible non-payment of such amounts due, as deemed necessary. As of June 30, 2006, based on our historical experience, the general profile of our ceding companies and our ability, in most cases, to contractually offset premiums receivable with losses and LAE or other amounts payable to the same parties, we did not establish an allowance for uncollectible premiums receivable.
     Unpaid losses and LAE as of June 30, 2006 of $2,343,605,000 include $1,636,506,000 of estimates of claims that were incurred but not reported (“IBNR”). Unpaid losses and LAE as of December 31, 2005 of $2,323,990,000 includes $1,812,245,000 of IBNR. IBNR decreased during the six months ended June 30, 2006 as losses related to the 2005 Hurricanes and hurricane losses of 2004 were reported and paid. Paid losses related to the 2005 Hurricanes and hurricane losses of 2004 during the six months ended June 30, 2006 were approximately $137,411,000.
     Commissions payable as of June 30, 2006 of $141,823,000 include $121,949,000 that represent estimates that are primarily based upon premium estimates. Commissions payable as of December 31, 2005 of $186,654,000 include $167,949,000 that is based upon estimates.
     Sources of Liquidity
     Our sources of funds consist of premiums written, investment income, proceeds from sales and redemption of investments, losses recovered from retrocessionaires, and cash and cash equivalents held as well as the sale of debt or equity securities. Net cash flows provided by operations, excluding trading securities activities, for the six months ended June 30, 2006 were $346,708,000.
     Platinum Holdings is a holding company that conducts no reinsurance operations of its own. All of its reinsurance operations are conducted through its wholly owned operating subsidiaries:

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Platinum Bermuda, Platinum US and Platinum UK. As a holding company, the cash flows of Platinum Holdings consist primarily of dividends, interest and other permissible payments from its subsidiaries and issuances of securities. Platinum Holdings depends on such payments for general corporate purposes and to meet its obligations, including the payment of dividends to its preferred and common shareholders.
     We filed an unallocated universal shelf registration statement with the SEC, which the SEC declared effective on November 8, 2005. This shelf registration statement provides the capacity to issue and sell, in one or more offerings, up to $750,000,000 of debt, equity and other types of securities or a combination of the above, including debt securities of Platinum Finance, unconditionally guaranteed by Platinum Holdings. To affect any such sales from time to time, Platinum Holdings and/or Platinum Finance will file one or more supplements to the prospectus forming a part of such registration statement, which will provide details of any proposed offering. In December 2005, Platinum Holdings issued $132,909,000 of Common Shares and $173,363,000 of mandatory convertible preferred shares under this unallocated shelf registration statement.
     On December 1, 2005, certain reform measures simplifying the process for conducting registered securities offerings under the Securities Act came into effect. The new rules provide that shelf registration statements of certain well-known seasoned issuers, such as Platinum Holdings, are eligible for effectiveness automatically upon filing. Should Platinum Holdings seek to issue securities in the future, it may make use of the new rules.
     On October 21, 2005 we entered into a three-year $200,000,000 credit agreement with a syndicate of lenders. The credit agreement consists of a $100,000,000 senior unsecured credit facility available for revolving borrowings and letters of credit, and a $100,000,000 senior secured credit facility available for letters of credit. The revolving line of credit will be available for the working capital, liquidity and our general corporate requirements. The interest rate on borrowings under the credit facility is based on our election of either: (1) LIBOR plus 50 basis points or (2) the higher of: (a) the prime interest rate of the lead bank providing the credit facility, or (b) the federal funds rate plus 50 basis points. The interest rate based on LIBOR rate would decrease by up to 10 basis points or increase by up to 12.5 basis points should our senior unsecured debt credit rating increase or decrease. We intend to amend our existing credit agreement in order to increase the aggregate amount of borrowings and letters of credit that are available to us by as much as $200,000,000.
     Liquidity Requirements
     Our principal consolidated cash requirements are the payment of losses and LAE, commissions, brokerage, operating expenses, dividends to our preferred and common shareholders, the servicing of debt, the acquisition of and investment in businesses, capital expenditures, purchase of retrocessional contracts and payment of taxes. The catastrophe losses of 2005 and, to a lesser extent, the catastrophe losses in 2004, will create an unusually large amount of loss and LAE payments over the next year that could adversely affect net cash flows from operations.
     Platinum Bermuda and Platinum UK are not licensed, approved or accredited as reinsurers anywhere in the United States and, therefore, under the terms of most of their contracts with United States ceding companies, they are required to provide collateral to their ceding companies for unpaid ceded liabilities in a form acceptable to state insurance commissioners. Typically, this type of collateral takes the form of a letter of credit issued by a bank, the establishment of a trust, or funds withheld. Platinum Bermuda and Platinum UK have obtained letters of credit through commercial banks and may be required to provide the banks with a security interest in certain investments of Platinum Bermuda and Platinum UK.

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     In 2002, the Company and The St. Paul Travelers Companies, Inc., formerly The St. Paul Companies, Inc., (“St. Paul”) entered into several agreements for the transfer of continuing reinsurance business and certain related assets of St. Paul. Among these agreements were quota share retrocession agreements effective November 2, 2002 under which the Company assumed from St. Paul unearned premiums, unpaid losses and LAE and certain other liabilities on reinsurance contracts becoming effective in 2002 (the “Quota Share Retrocession Agreements”). Platinum US is obligated to collateralize the liabilities assumed from St. Paul under the Quota Share Retrocession Agreements. Platinum Bermuda and Platinum US have reinsurance and other contracts that also require them to provide collateral to ceding companies should certain events occur, such as a decline in the rating by A.M. Best Company, Inc. (“A.M. Best”) below specified levels or a decline in statutory equity below specified amounts, or when certain levels of liabilities assumed from ceding companies are attained. Some reinsurance contracts also have special termination provisions that permit early termination should certain events occur.
     We believe that the net cash flows generated by the operating activities of our subsidiaries in combination with cash and cash equivalents on hand will provide sufficient funds to meet our liquidity needs over the next twelve months. Beyond the next twelve months, cash flows available to us may be influenced by a variety of factors, including economic conditions in general and in the insurance and reinsurance markets, legal and regulatory changes as well as fluctuations from year to year in claims experience and the presence or absence of large catastrophic events. If our liquidity needs accelerate beyond our ability to fund such obligations from current operating cash flows, we may need to liquidate a portion of our investment portfolio or raise additional capital in the capital markets. Our ability to meet our liquidity needs by selling investments or raising additional capital is subject to the timing and pricing risks inherent in the capital markets.
Economic Conditions
     Periods of moderate economic recession or inflation tend not to have a significant direct effect on our underwriting operations. Significant unexpected inflationary or recessionary periods can, however, impact our underwriting operations and investment portfolio. Management considers the potential impact of economic trends in the estimation process for establishing unpaid losses and LAE.
Current Outlook
     The 2005 Hurricanes caused significant losses to insurers and reinsurers during the third and fourth quarters of 2005. Following these events, rating agencies strengthened the capital requirements for companies with catastrophe exposures. Many reinsurers added capital through equity and debt offerings as well as the creation of special purpose vehicles to share in business underwritten by the sponsor, but some saw their financial strength ratings downgraded in any case. In contrast, our A.M. Best rating of “A” (Excellent) was affirmed, which we believe strengthened our relative position in the marketplace.
     A number of new Bermuda-based reinsurance companies were formed after the 2005 Hurricanes. We believe that, although most of these companies were active participants in the property catastrophe markets since January 1, 2006, they concentrated their activity in the areas with significant capacity shortages. We believe their presence had little impact on our ability to access the business we targeted and achieve the rate increases we desired. We expect these conditions to continue for the remainder of 2006.
     We believe 2006 renewal negotiations have been more contentious than usual. We experienced account turnover across all lines of business. However, terms and conditions on most of our renewed treaties improved or remained substantially unchanged depending on the line of business.

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For reinsurance with exposures to North American hurricanes, demand has continued to exceed capacity and rates have increased further since the January 1 renewal season.
     For the Property and Marine segment, underlying primary rates and reinsurance rates have increased considerably, particularly for risks exposed to Atlantic hurricanes. During 2006 we have achieved average rate increases of over 50% on our U.S. property catastrophe excess renewal business and approximately 10% on our non-U.S. property catastrophe excess renewal business, as well as average rate increases of approximately 45% on our marine renewal business. Despite having increased our assumptions for the frequency and severity of U.S. windstorm catastrophe exposures, we believe these rate increases result in a portfolio of catastrophe exposed business with expected profitability that is higher than the expected profitability of last year’s portfolio. Per risk excess rate increases averaged almost 30% in our U.S. renewal business and approximately 5% in our international renewal business. The catastrophe exposure contained within the U.S. per risk excess contracts has been reduced through more restrictive terms and conditions.
     During 2006 we wrote more property catastrophe excess-of-loss business and less property risk excess-of-loss and pro-rata business. Property risk excess-of-loss and pro-rata business typically generates relatively more premium than property catastrophe excess-of-loss business having a similar risk level. However, we believe property catastrophe excess-of-loss business generally provides more quantifiable catastrophe exposure and is currently priced more attractively.
     For 2006, we have targeted our net probable maximum loss from catastrophe exposures at various occurrence levels to be relatively lower as a percentage of our expected total capital than prior years. For example, we expect our net probable maximum loss from catastrophe exposures at the one in 250 year occurrence level to be no more than approximately 20% of total capital for 2006 versus approximately 30% of total capital for 2005. For the balance of the year we will seek to write business that does not significantly contribute to our largest probable maximum loss exposures. We believe this lower level of net catastrophe exposure will reduce the expected volatility of our operating results.
     Given the magnitude of recent hurricane losses for the insurance and reinsurance industry in general and expectations for an active Atlantic hurricane season in 2006, we believe there is a heightened perception of risk among ceding companies, reinsurers and rating agencies. Accordingly, demand for property catastrophe risk transfer may increase beyond current levels. We expect that, as recent revisions to commercial catastrophe models are adopted and new rating agency capital requirements are better understood, there will be continued U.S. market hardening for property and marine business.
     For the Casualty segment pricing has begun to show signs of softening. Ceding companies are willing to increase retentions and reinsurers are competing for participation on the best treaties. After the 2005 Hurricanes rates had stabilized in certain lines of business, however, rates have started to decline again in 2006. As a result, we believe that the business underwritten during 2006 has a slightly lower level of expected profitability as compared with the business we wrote during a similar period in 2005. We have continued to pull back in accident and health and financial lines and have begun to cut back in high excess casualty and umbrella. We have written approximately the same amount of surety, political risk, medical malpractice and regional business as we did during the comparable period in 2005. We believe that financial security remains a significant concern for buyers of long-tailed reinsurance protection, who typically seek reinsurers with strong balance sheets, quality ratings, and a proven claims-paying record. We expect these conditions to continue to weaken through the remainder of 2006 and that fewer casualty opportunities will be attractive. We believe that our rating, capitalization and reputation as a lead casualty reinsurer positions us well to write profitable business as the opportunities arise.

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     In the Finite Risk segment, we believe that the ongoing investigations by the SEC, the office of the Attorney General for the State of New York, the U.S. Attorney for the Southern District of New York as well as various non-U.S. regulatory authorities continues to reduce demand for limited risk transfer products in 2006. We believe we can deploy our human and financial capital more profitably in other lines of business. As a result, we are devoting fewer underwriting and pricing resources to this segment than in prior years and wrote a relatively small amount of finite business during 2006 relative to the comparable period last year. We expect the relatively low level of demand will continue during 2006.
Critical Accounting Policies, Estimates and Judgments
     It is important to understand the Company’s accounting policies in order to understand its financial position and results of operations. Management considers certain of these policies to be critical to the presentation of the financial results since they require management to make estimates and valuation assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Certain of the estimates and assumptions result from judgments that are necessarily subjective and consequently actual results may differ from these estimates. The Company’s critical accounting policies involve premiums written and earned, unpaid losses and LAE, reinsurance, investments, income taxes and stock-based compensation. The critical accounting policies presented herein are also discussed in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
     Premiums
     Assumed reinsurance premiums are recognized as revenues when premiums become earned proportionately over the coverage period. Net premiums earned are recorded in the statement of operations, net of the cost of retrocession. Net premiums written not yet recognized as revenue are recorded on the balance sheet as unearned premiums, gross of any ceded unearned premiums.
     Due to the nature of reinsurance, ceding companies routinely report and remit premiums subsequent to the contract coverage period. Consequently, reinsurance premiums written include amounts reported by the ceding companies, supplemented by estimates of premiums that are written but not reported (“WBNR”). The premium estimation process considers the terms and conditions of the reinsurance contracts and assumes that the contracts will remain in force until expiration. The estimation of written premiums could be affected by early cancellation, election of contract provisions for cut-off and return of unearned premiums or other contract disruptions. In addition to estimating WBNR, the Company estimates the portion of premiums earned but not reported (“EBNR”). The Company also estimates the expenses associated with these premiums in the form of losses, LAE and commissions. The time lag involved in the process of reporting premiums is shorter than the lag in reporting losses. Premiums are generally reported within two years.
     When estimating premiums written and earned, each of our reinsurance subsidiaries segregates business into classes by type of coverage and type of contract (approximately 80 classes). Within each class, business is further segregated by the year in which the contract incepted (the “Underwriting Year”), starting with 2002. Estimates of WBNR and EBNR are made for each class and Underwriting Year. Premiums are estimated based on ceding company estimates and our own judgment after considering factors such as the ceding company’s historical premium versus projected premium, the ceding company’s history of providing accurate estimates, anticipated changes in the marketplace and the ceding company’s competitive position therein, reported premiums to date and the anticipated impact of proposed underwriting changes. The net impact on the results of operations of changes in estimated premiums earned is reduced by the losses and acquisition expenses related to such premiums earned.

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     Premiums receivable include premiums billed and in the course of collection as well as WBNR. WBNR is the component of premiums receivable that is subject to judgment and uncertainty. Premiums receivable as of June 30, 2006 of $401,746,000 include $351,594,000 of WBNR that is based upon estimates. The appropriateness of WBNR is evaluated in light of the actual premium reported by the ceding companies and any adjustments to WBNR and EBNR that represent premiums earned are accounted for as changes in estimates and are reflected in results of operations in the period in which they are made. The initial estimates of premiums derived by our underwriting function in respect of the six months ended June 30, 2006 were evaluated. The cumulative impact of our evaluation in respect of premiums receivable as of June 30, 2006 was to reduce WBNR by approximately $39,800,000 or 9.9%. WBNR premium receivable in our North American casualty claims-made excess of loss reinsurance class was $71,406,000 of the $351,594,000 as of June 30, 2006 and reflects a $10,700,000 reduction from initial premium estimates. We believe that we reasonably could have made an adjustment of between $0 and $10,700,000 with respect to this reinsurance class at June 30, 2006. Had we not made this adjustment, the reinsurance premiums receivable for this class would have been $412,400,000 at June 30, 2006.
     Due to the time lag inherent in the reporting of premiums by ceding companies, a significant portion of amounts included as premiums written and premiums earned represents estimated premiums and are not currently due based on the terms of the underlying contracts. Premiums earned, including EBNR, are a measure of exposure to losses, LAE and acquisition expenses. Consequently, when previous estimates of premiums earned are increased or decreased, the related provisions for losses and LAE and acquisition costs previously recorded are also increased or decreased. An allowance for uncollectible premiums is established for possible non-payment of such amounts due, as deemed necessary. As of June 30, 2006, based on our historical experience, the general profile of our ceding companies and our ability in most cases to contractually offset those premium receivables against losses and loss adjustment expense or other amounts payable to the same parties, we did not establish an allowance for uncollectible premiums receivable.
     Certain of the Company’s reinsurance contracts include provisions that adjust premiums or acquisition expenses based upon the loss experience under the contracts. Reinstatement premiums and additional premiums are recognized in accordance with the provisions of assumed reinsurance contracts, based on loss experience under such contracts. Reinstatement premiums are the premiums charged for the restoration of the reinsurance limit of a reinsurance contract to its full amount, generally coinciding with the payment by the reinsurer of losses. These premiums relate to the future coverage obtained for the remainder of the initial policy term and are earned over the remaining policy term. Any unearned premium existing at the time a contract limit is exhausted or reinstated is immediately earned. Additional premiums are those premiums triggered by losses and not related to reinstatement of limits and are immediately earned. An allowance for uncollectible premiums is established for possible non-payment of such amounts due, as deemed necessary.
     Unpaid Losses and LAE
     One of the most significant judgments made by management in the preparation of financial statements is the estimation of unpaid losses and LAE, also referred to as “loss reserves.” Unpaid losses and LAE include estimates of the cost of claims that were reported but not yet paid, generally referred to as case reserves, and the cost of claims that were incurred but not reported IBNR. These liabilities are balance sheet estimates of future amounts required to pay losses and LAE for reinsured claims for which we are liable and that have occurred at or before the balance sheet date. Every quarter, the Company’s actuaries prepare estimates of the loss reserves based on established actuarial techniques. Because the ultimate amount of unpaid losses and LAE is uncertain, we believe that the quantitative techniques used to estimate these amounts are enhanced by professional and managerial judgment. Company

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management reviews these estimates and determines its best estimate of the liabilities to record in the Company’s financial statements.
     While the Company commenced operations in 2002, the business written is sufficiently similar to the historical business of St. Paul Re such that the Company uses the historical loss experience of this business, which is periodically updated by St. Paul Re, to estimate its initial expected ultimate losses and its expected patterns of reported losses. These patterns can span more than a decade and, given its own limited history, the availability of the St. Paul Re data is a valuable asset of the Company.
     The Company does not establish liabilities until the occurrence of an event that may give rise to a loss. When an event of sufficient magnitude occurs, the Company may establish a specific IBNR reserve. Generally, this is done following a catastrophe that affects many ceding companies. Ultimate losses and LAE are based on management’s judgment and reflect estimates gathered from ceding companies, estimates of insurance industry losses gathered from public sources and estimates derived from catastrophe modeling software.
     Unpaid losses and LAE represent management’s best estimates, at a given point in time, of the ultimate settlement and administration costs of claims incurred, and it is possible that the ultimate liability may materially differ from such estimates. Such estimates are not precise due to the fact that, among other things, they are based on predictions of future developments and estimates of future trends in claim severity and frequency and other factors. Because of the degree of reliance that the Company necessarily places on ceding companies for claims reporting, the associated time lag, the low frequency/high severity nature of some of the business that the Company underwrites and the varying reserving practices among ceding companies, the Company’s reserve estimates are highly dependent on management judgment and are therefore uncertain. Estimates of unpaid losses and LAE are periodically re-estimated and adjusted as new information becomes available. Any such adjustments are accounted for as changes in estimates and are reflected in results of operations in the period in which they are made.
     The gross liabilities recorded on the Company’s balance sheet as of June 30, 2006 for unpaid losses and LAE were $2,343,605,000. The following table sets forth a breakdown between case reserves and IBNR by segment at June 30, 2006 ($ in thousands):
                                 
    Property                    
    and Marine     Casualty     Finite Risk     Total  
Case reserves
  $ 397,329       206,462       103,308     $ 707,099  
IBNR
    321,386       1,060,336       254,784       1,636,506  
 
                       
Total unpaid losses and LAE
  $ 718,715       1,266,798       358,092     $ 2,343,605  
 
                       
     Case reserves are usually based upon claim reports received from ceding companies. The information we receive varies by ceding company and may include paid losses, case reserves, and an estimated provision for IBNR reserves. Case reserves may be increased or reduced by our claims personnel based on receipt of additional information, including information received from ceding companies. IBNR is based on actuarial methods including the loss ratio method, the Bornhuetter-Ferguson method and the chain ladder method. IBNR related to a specific event may be based on our estimated exposure to an industry loss and may include the use of catastrophe modeling software.
     Generally, initial actuarial estimates of IBNR not related to a specific event are based on the loss ratio method applied to each Underwriting Year for each class of business. Actual paid losses and case reserves, generally referred to as reported losses, are subtracted from expected ultimate losses to determine IBNR. The initial expected ultimate losses involve management judgment and are based on:

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(i) contract by contract expected loss ratios derived from our pricing process, and (ii) historical loss ratios of the Company and St. Paul Re adjusted for rate changes and trends. These judgments take into account management’s view of past, current and future: (i) market conditions, (ii) changes in the business underwritten, (iii) changes in timing of the emergence of claims and (iv) other factors that may influence expected ultimate losses.
     Over time, as a greater number of claims are reported, actuarial estimates of IBNR are based on the Bornhuetter-Ferguson and the chain ladder techniques. The Bornhuetter-Ferguson technique utilizes actual reported losses and expected patterns of reported losses, taking the initial expected ultimate losses into account to determine an estimate of expected ultimate losses. This technique is most appropriate when there are few reported claims and a relatively less stable pattern of reported losses. The chain ladder technique utilizes actual reported losses and expected patterns of reported losses to determine an estimate of expected ultimate losses that is independent of the initial expected ultimate losses. This technique is most appropriate when there are a large number of reported losses with significant statistical credibility and a relatively stable pattern of reported losses.
     When estimating unpaid losses and LAE, each of our reinsurance subsidiaries segregates business into classes by type of coverage and type of contract (approximately 80 classes). Within each class the business is further segregated by Underwriting Year, starting with 2002.
     Multiple point estimates using a variety of actuarial techniques are calculated for many, but not all, of our 80 classes of coverage for each Underwriting Year. We do not believe that these multiple point estimates are or should be considered a range. Our actuaries consider each class and determine the most appropriate point estimate based on the characteristics of the particular class and other relevant factors such as historical ultimate loss ratios, the presence of individual large losses and known occurrences that have not yet resulted in reported losses. For some classes of business our actuaries believe that a review of individual contract information improves the loss reserve estimate. For example, individual contract review is particularly important for the Finite Risk segment and the accident and health class within the Casualty segment. Once our actuaries make their determinations of the most appropriate point estimate for each class, this information is aggregated and reviewed and approved by executive management. At June 30, 2006 the liability for unpaid losses and LAE that we recorded includes the point estimates of IBNR prepared by our actuaries.
     Generally, North American casualty excess business has the longest pattern of reported losses and, therefore, loss estimates have a higher degree of uncertainty than other reinsurance classes. IBNR for these classes at June 30, 2006 was $803,000,000, which was 49% of the total IBNR at that date. Because estimates of unpaid losses and LAE related to North American casualty excess business have a higher degree of uncertainty, we would not consider a variance of five percentage points from the initial expected loss ratio to be unusual. As an example, a change in the initial expected loss ratio from 66% to 71% would result in an increase of the IBNR for these classes by $74,500,000. This equates to approximately 8% of the liability for total unpaid losses and LAE for these classes at June 30, 2006. As another example, if the estimated pattern of reported losses was accelerated by 5% the IBNR for these classes would decrease by $2,700,000, which is less than 1%. We have selected these two inputs as examples of sensitivity analyses because we believe that the two most important inputs to the reserve estimation methodologies described above are the initial expected loss ratio and the estimated pattern of reported losses.
     The pattern of reported losses is determined utilizing actuarial analysis, including management’s judgment, and is based on historical patterns of paid losses and reporting of case reserves to the Company, as well as industry patterns. Information that may cause historical patterns to differ from future patterns is considered and reflected in expected patterns as appropriate. For property and health

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coverages these patterns indicate that a substantial portion of the ultimate losses are reported within 2 to 3 years after the contract is effective. Casualty patterns can vary from 3 years to over 20 years depending on the type of business.
     In property classes, there can be additional uncertainty in loss estimation related to large catastrophe events. With wind events, such as hurricanes, the damage assessment process may take more than a year. The cost of rebuilding is subject to increase due to supply shortages for construction materials and labor. In the case of earthquakes, the damage assessment process may take several years as buildings are discovered to have structural weaknesses not initially detected. The uncertainty inherent in loss estimation is particularly pronounced for casualty coverages, such as umbrella liability, general and product liability, professional liability and automobile liability, where information, such as required medical treatment and costs for bodily injury claims, emerges over time. In the overall loss reserving process, provisions for economic inflation and changes in the social and legal environment are considered.
     Loss reserve calculations for primary insurance business are not precise in that they deal with the inherent uncertainty of future developments. Primary insurers must estimate their own losses, often based on incomplete and changing information. Reserving for reinsurance business introduces further uncertainties compared with reserving for primary insurance business. The uncertainty in the reserving process for reinsurers is due, in part, to the time lags inherent in reporting from the original claimant to the primary insurer and then to the reinsurer. As a predominantly broker market reinsurer for both excess-of-loss and proportional contracts, the Company is subject to a potential additional time lag in the receipt of information as the primary insurer reports to the broker who in turn reports to the Company. As of June 30, 2006, we did not have any significant back-log related to our processing of assumed reinsurance information.
     Since we rely on information regarding paid losses, case reserves and IBNR provided by ceding companies in order to assist us in estimating our liability for unpaid losses and LAE, we maintain certain procedures in order to help determine the completeness and accuracy of such information. Periodically, management assesses the reporting activities of these companies on the basis of qualitative and quantitative criteria. In addition to conferring with ceding companies or brokers on claims matters, our claims personnel conduct periodic audits of specific claims and the overall claims procedures of our ceding companies at their offices. We rely on our ability to effectively monitor the claims handling and claims reserving practices of ceding companies in order to help establish the proper reinsurance premium for reinsurance agreements and to establish proper loss reserves. Disputes with ceding companies have been rare and generally have been resolved through negotiation.
     In addition to the inherent uncertainty of estimating unpaid losses and LAE, our estimates with respect to the 2005 Hurricanes are subject to an unusually high level of uncertainty arising out of complex and unique causation and coverage issues associated with the attribution of losses to wind or flood damage or other perils such as fire, business interruption or riot and civil commotion. For example, the underlying policies generally do not cover flood damage; however, water damage caused by wind may be covered. Our actual losses from the 2005 Hurricanes may exceed our estimates as a result of, among other things, the attribution of losses to coverages that for the purpose of our estimates we assumed would not be exposed, which may be affected by class action lawsuits or state regulatory actions. We expect that these issues will not be resolved for a considerable period of time and may be influenced by evolving legal and regulatory developments.

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     Reinsurance
     Premiums written, premiums earned and losses and LAE reflect the net effects of assumed and ceded reinsurance transactions. Reinsurance accounting is followed for assumed and ceded transactions when risk transfer requirements have been met. Risk transfer analysis evaluates significant assumptions relating to the amount and timing of expected cash flows, as well as the interpretation of underlying contract terms. Reinsurance contracts that do not transfer sufficient insurance risk are accounted for as reinsurance deposit liabilities with interest expense charged to other income and credited to the liability.
     Investments
     In accordance with our investment guidelines, our investment portfolio consists of diversified, high quality, predominantly publicly traded fixed maturity securities. Fixed maturity securities for which we may not have the positive intent to hold until maturity are classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from net income and reported in other comprehensive income as a separate component of shareholders’ equity, net of deferred taxes. Fixed maturity securities for which we have the intent to sell prior to maturity are classified as trading securities and reported at fair value, with unrealized gains and losses included in other income and the related deferred income tax included in income tax expense. Securities classified as trading securities are generally denominated in foreign currencies and are intended to match net liabilities denominated in foreign currencies in order to minimize net exposures arising from fluctuations in foreign currency exchange rates. Realized gains and losses on sales of investments are determined on a specific identification basis. Investment income is recorded when earned and includes the amortization of premiums and accretion of discounts on investments.
     We believe we have the ability to hold any specific security to maturity. This is based on current and anticipated future positive net cash flows from operations that are expected to generate sufficient liquidity in order to meet our obligations. However, in the course of managing investment credit risk, asset liability duration or other aspects of the investment portfolio, the Company may decide to sell any specific security. The Company routinely reviews its available-for-sale investments to determine whether unrealized losses represent temporary changes in fair value or are the result of “other-than-temporary impairments.” The process of determining whether a security is other than temporarily impaired is subjective and involves analyzing many factors. These factors include, but are not limited to, the overall financial condition of the issuer, the duration and magnitude of an unrealized loss, specific credit events and the Company’s ability and intent to hold a security for a sufficient period of time for the value to recover the unrealized loss. If the Company has determined that an unrealized loss on a security is other than temporary, the Company writes down the carrying value of the security to its current fair value and records a realized loss in the statement of operations.
     Income Taxes
     Platinum Holdings and Platinum Bermuda are domiciled in Bermuda. Under current Bermuda law, they are not taxed on any Bermuda income or capital gains and they have received an assurance from the Bermuda Minister of Finance that if any legislation is enacted in Bermuda that would impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax will not be applicable to Platinum Holdings or Platinum Bermuda or any of their respective operations, shares, debentures or other obligations until March 28, 2016. The Company also has subsidiaries in the United States, United Kingdom and Ireland that are subject to the tax laws thereof.
     We apply the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences

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attributable to differences between the financial statement carrying values of existing assets and liabilities and their corresponding tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which the taxes related to those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the change is enacted. A valuation allowance is established for deferred tax assets where it is more likely than not that future tax benefits will not be realized.
     Share-Based Compensation
     We adopted Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (“SFAS 123R”) on the modified prospective method effective January 1, 2006. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. SFAS 123R requires that, prospectively, compensation costs be recognized for the fair value of all share options over their vesting period, including the cost related to the unvested portion of all outstanding share options as of December 31, 2005.
     Prior to January 1, 2006, we accounted for share based compensation using Statement of Financial Accounting Standards No. 123 “Accounting for Awards of Stock Based Compensation to Employees” and Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation-Transition and Disclosure” (“SFAS 148”). In accordance with the transition rules of SFAS 148, we elected to continue using the intrinsic value method of accounting for our share-based awards granted to employees established by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) for share options granted in 2002. Under APB 25, if the exercise price of our employee share options is equal to or greater than the fair market value of the underlying shares on the date of the grant, no compensation expense is recorded.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market and Credit Risk
     The Company’s principal invested assets are fixed maturity securities, which are subject to the risk of potential losses from adverse changes in market rates and prices and credit risk resulting from adverse changes in the borrower’s ability to meet its debt service obligations. The Company’s strategy to limit this risk is to place its investments in high quality credit issues and to limit the amount of credit exposure with respect to any one issuer or asset class. The Company also selects investments with characteristics such as duration, yield, currency and liquidity to reflect, in the aggregate, the underlying characteristics of our unpaid losses and LAE. The Company attempts to minimize the credit risk by actively monitoring the portfolio and requiring a minimum average credit rating for its portfolio of A2 as defined by Moody’s Investor Service (“Moody’s”). As of June 30, 2006, the portfolio, excluding cash and short-term investments, has a dollar weighted average credit rating of Aa2 as defined by Moody’s.
     The Company has other receivable amounts subject to credit risk. The most significant of these are reinsurance premiums receivable from ceding companies. We also have reinsurance recoverable amounts from our retrocessionaires. To mitigate credit risk related to premium receivables, we have established standards for ceding companies and, in most cases, have a contractual right of offset thereby allowing the Company to settle claims net of any premium receivable. To mitigate credit risk related to our reinsurance recoverable amounts, we consider the financial strength of our retrocessionaires when determining whether to purchase coverage from them. Retrocessional coverage is obtained from companies rated “A-” or better by A. M. Best or from retrocessionaires whose obligations are fully collateralized. The financial performance and rating status of all material retrocessionaires is routinely monitored.

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     In accordance with industry practice, the Company frequently pays amounts in respect of claims under contracts to reinsurance brokers for payment over to the ceding companies. In the event that a broker fails to make such a payment, depending on the jurisdiction, the Company may remain liable to the ceding company for the payment. Conversely, in certain jurisdictions, when ceding companies remit premiums to reinsurance brokers, such premiums are deemed to have been paid to the Company and the ceding company is no longer liable to the Company for those amounts whether or not the funds are actually received by the Company. Consequently, the Company assumes a degree of credit risk associated with its brokers during the premium and loss settlement process. To mitigate credit risk related to reinsurance brokers, the Company has established guidelines for brokers and intermediaries.
Interest Rate Risk
     The Company is exposed to fluctuations in interest rates. Movements in rates can result in changes in the market value of our fixed maturity portfolio and can cause changes in the actual timing of receipt of certain principal payments. Rising interest rates result in a decrease in the market value of our fixed maturity portfolio and can expose our portfolio, in particular our mortgage backed securities, to extension risk. Conversely, a decrease in interest rates will result in an increase in the market value of our fixed maturity portfolio and can expose our portfolio, in particular our mortgage-backed securities, to prepayment risk. The aggregate hypothetical impact on our fixed maturity portfolio, generated from an immediate parallel shift in the treasury yield curve, as of June 30, 2006 is as follows ($ in thousands):
                                         
    Interest Rate Shift in Basis Points  
    - 100 bp     - 50 bp     Current     + 50 bp     + 100 bp  
Total market value
  $ 3,316,040       3,264,359       3,211,755       3,159,039     $ 3,106,806  
Percent change in market value
    3.2 %     1.6 %           (1.6 %)     (3.3 %)
Resulting unrealized appreciation / (depreciation)
  $ (12,667 )     (64,348 )     (116,952 )     (169,668 )   $ (221,901 )
Foreign Currency Risk
     The Company writes business on a worldwide basis. Consequently, the Company’s principal exposure to foreign currency risk is its transaction of business in foreign currencies. Changes in foreign currency exchange rates can impact revenues, costs, receivables and liabilities, as measured in the U.S. dollar, our financial reporting currency. The Company seeks to minimize its exposure to its largest foreign currency risks by holding invested assets denominated in foreign currencies to offset liabilities denominated in the same foreign currencies.

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Sources of Fair Value
     The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of June 30, 2006 ($ in thousands):
                 
    Carrying        
    Amount     Fair Value  
Financial assets:
               
Fixed maturity securities
  $ 3,211,755     $ 3,211,755  
Preferred stocks
    7,699       7,699  
Other invested asset
    5,000       5,000  
Short-term investments
    75,576       75,576  
 
Financial liabilities:
               
Debt obligations
  $ 292,840     $ 285,171  
     The fair value of fixed maturity securities, preferred stocks and short-term investments are based on quoted market prices at the reporting date for those or similar investments. Other invested asset represents an investment in Inter-Ocean Holdings, Ltd., a non-public reinsurance company, and is carried at the estimated net realizable value. The Company has no ceded or assumed reinsurance business with Inter-Ocean Holdings, Ltd. The fair values of debt obligations are based on quoted market prices.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
     Our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding disclosures.
Changes in Internal Control over Financial Reporting
     Our management, including the Chief Executive Officer and the Chief Financial Officer, in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act, concluded that no changes occurred during the quarter ended June 30, 2006 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Forward-Looking Statements
     This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.
     In particular, statements using words such as “may,” “should,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “predict,” “potential,” or words of similar import generally involve forward-looking statements. For example, we have included certain forward-looking statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with regard to trends in results, prices, volumes, operations, investment results, margins, risk management and exchange rates. This Form 10-Q also contains forward-looking statements with respect to our business and industry, such as those relating to our strategy and management objectives and trends in market conditions, market standing, product volumes, investment results and pricing conditions.
     In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Form 10-Q should not be considered as a representation by us or any other person that our objectives or plans will be achieved. Numerous factors could cause our actual results to differ materially from those in forward-looking statements, including the following:
  (1)   conducting operations in a competitive environment;
 
  (2)   our ability to maintain our A.M. Best Company, Inc. rating;
 
  (3)   significant weather-related or other natural or man-made disasters over which the Company has no control;
 
  (4)   the effectiveness of our loss limitation methods and pricing models;
 
  (5)   the adequacy of the Company’s liability for unpaid losses and loss adjustment expenses, including, but not limited to, losses from Hurricanes Katrina, Rita and Wilma and the possibility that estimates of losses and LAE from Hurricanes Katrina, Rita and Wilma may prove to be materially different from estimates made to date;
 
  (6)   the availability of retrocessional reinsurance on acceptable terms;
 
  (7)   our ability to maintain our business relationships with reinsurance brokers;
 
  (8)   general political and economic conditions, including the effects of civil unrest, acts of terrorism, war or a prolonged U.S. or global economic downturn or recession;
 
  (9)   the cyclicality of the property and casualty reinsurance business;
 
  (10)   market volatility and interest rate and currency exchange rate fluctuation;
 
  (11)   tax, regulatory or legal restrictions or limitations applicable to the Company or the property and casualty reinsurance business generally; and
 
  (12)   changes in the Company’s plans, strategies, objectives, expectations or intentions, which may happen at any time at the Company’s discretion.
     As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. The foregoing factors, which are discussed in more detail in Item 1A – “Risk Factors” in the

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Company’s Annual Report on Form 10-K for the year ended December 31, 2005 should not be construed as exhaustive. Additionally, forward-looking statements speak only as of the date they are made, and we undertake no obligation to release publicly the results of any future revisions or updates we may make to forward-looking statements to reflect new information or circumstances after the date hereof or to reflect the occurrence of future events.
PART II — OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     The Company’s 2006 Annual General Meeting of Shareholders (the “Annual Meeting”) was held on April 25, 2006. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Exchange Act. There was no solicitation in opposition to management’s nominees as listed in the Company’s proxy statement dated March 23, 2006. The Company’s shareholders (1) elected seven directors to the Company’s Board of Directors to serve until the 2007 Annual General Meeting of Shareholders; (2) amended of the Bye-laws of the Company by removing Bye-law 51(4), which would limit the voting rights of the Company’s 6% Series A Mandatory Convertible Preferred Shares; (3) approved the 2006 Share Incentive Plan; and (4) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year. Set forth below are the voting results for these proposals:
     ELECTION OF DIRECTORS OF THE COMPANY
                 
    For     Withheld  
H. Furlong Baldwin
    47,423,467       823,088  
Jonathan F. Bank
    47,423,983       822,572  
Dan R. Carmichael
    46,968,663       1,277,892  
Robert V. Deutsch
    46,696,941       1,549,614  
Steven H. Newman
    45,683,342       2,563,213  
Michael D. Price
    46,968,912       1,277,643  
Peter T. Pruitt
    47,423,467       823,088  
     AMENDMENT OF THE BYE-LAWS OF THE COMPANY
                         
For   Against   Abstain   Broker Non-Votes
39,384,829
    3,503,050       439,431       4,919,182  
     APPROVAL OF THE 2006 SHARE INCENTIVE PLAN
                         
For   Against   Abstain   Broker Non-Votes
28,367,415
    14,951,942       7,953       4,919,245  
 
RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2006 FISCAL YEAR
 
                           
For   Against   Abstain   Broker Non-Votes
47,235,265
    997,658       13,632       0    

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PART II — OTHER INFORMATION
Item 6. EXHIBITS
         
Exhibit    
Number   Description
  10.1    
Termination Addendum effective as of December 31, 2005 to Excess of Loss Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. (Retrocedant) and Platinum Re (UK) Limited (Retrocessionaire) dated as of April 1, 2005.
       
 
  10.2    
Excess of Loss Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. (Retrocedant) and Platinum Re (UK) Limited (Retrocessionaire) dated as of January 1, 2006.
       
 
  10.3    
Quota Share Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. and Platinum Re (UK) Limited dated as of January 1, 2006.
       
 
  10.4    
Termination Addendum effective as of March 31, 2006 to Excess of Loss Retrocession Agreement by and between Platinum Re (UK) Limited (Retrocedant) and Platinum Underwriters Reinsurance, Inc. (Retrocessionaire) dated as of January 1, 2006.
       
 
  10.5    
Excess of Loss Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. (Retrocedant) and Platinum Underwriters Reinsurance, Inc. (Retrocessionaire) dated as of April 1, 2006.
       
 
  10.6    
Addendum No. 1 to the Excess of Loss Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. (Retrocedant) and Platinum Re (UK) Limited (Retrocessionaire) dated as of July 1, 2006.
       
 
  31.1    
Certification of Michael D. Price, Chief Executive Officer of Platinum Holdings, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
       
 
  31.2    
Certification of Joseph F. Fisher, Chief Financial Officer of Platinum Holdings, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
       
 
  32.1    
Certification of Michael D. Price, Chief Executive Officer of Platinum Holdings, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
       
 
  32.2    
Certification of Joseph F. Fisher, Chief Financial Officer of Platinum Holdings, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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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.
     
 
  Platinum Underwriters Holdings, Ltd
 
   
Date: July 31, 2006
  /s/ Michael D. Price
 
   
 
  By: Michael D. Price
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)
 
   
Date: July 31, 2006
  /s/ Joseph F. Fisher
 
   
 
  By: Joseph F. Fisher
 
  Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1 2 y23533exv10w1.htm EX-10.1: TERMINATION ADDENDUM EX-10.1
 

Exhibit 10.1
TERMINATION ADDENDUM
EXCESS OF LOSS RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM UNDERWRITERS BERMUDA, LTD.
(RETROCEDANT)
and
PLATINUM RE (UK) LIMITED
(RETROCESSIONAIRE)
     IT IS HEREBY MUTUALLY AGREED that effective December 31, 2005, this Agreement (“Agreement”), dated as of April 1, 2005, by and between Platinum Re UK Limited (the “Retrocessionaire”), and Platinum Underwriters Bermuda Ltd. (the “Retrocedant”), is Terminated.
     The Retrocessionaire shall return 12.5% of the Original Premium, or $550,000 as consideration for the early termination of its exposure. The $550,000 is to be returned immediately. The Reinstatement Premium will remain unchanged, calculated at pro rata of $4,400,000 as respects the fraction of the indemnity exhausted.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by their respective officers duly authorized so to do, on the date set forth below.
             
    Platinum Re (UK) Limited    
 
           
 
  By:   /s/ Les Waters    
 
           
 
      Name: Les Waters    
 
      Title: Underwriting Manager    
 
           
    Platinum Underwriters Bermuda, Ltd.    
 
           
 
  By:   /s/ Francois Bertrand    
 
           
 
      Name: Francois Bertrand    
 
      Title: Senior Vice President    

 

EX-10.2 3 y23533exv10w2.htm EX-10.2: EXCESS OF LOSS RETROCESSION AGREEMENT EX-10.2
 

Exhibit 10.2
EXCESS OF LOSS RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM UNDERWRITERS BERMUDA, LTD.
(RETROCEDANT)
and
PLATINUM RE (UK) LIMITED
(RETROCESSIONAIRE)
DATED AS OF January 1, 2006
ARTICLE 1. BUSINESS COVERED
This Agreement is to indemnify the Retrocedant in respect of the net excess liability as a result of any loss or losses which may occur during the term of this Agreement under any Original Reinsurance Contracts written by the Retrocedant covering all perils as assumed under the original contracts including wind, flood, earthquake, and earthquake fire expense insurance.
ARTICLE 2. COMMENCEMENT AND TERMINATION
This Agreement shall take effect and shall apply to all losses occurring during the period 1st January 2006 to 31st December 2006 both days inclusive, Local Standard Time, at the place where the loss occurs.
If this Agreement terminates while an occurrence covered hereunder is in progress, it is agreed that subject to the other conditions of this Agreement, the Retrocessionaires shall indemnify the Retrocedant as if the entire loss had occurred during the term of this Agreement.
ARTICLE 3. EXCLUSIONS
The following Exclusion Clauses are attached to and form part of this Agreement:
  1.   Nuclear Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding U.S.A. & Canada) (Japanese Amendment)
 
  2.   Pools, Associations, and Syndicates.
 
  3.   War Risk Exclusion Clause.
 
  4.   Insolvency Funds Exclusion Clause.
 
  5.   Losses emanating from the Quota Share Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. and Platinum Re (UK) Limited.

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ARTICLE 4.  TERRITORY
Coverage applies within the territorial limits of North America, South America and the Carribbean.
ARTICLE 5.  INURING REINSURANCE
It is understood and agreed that when the Retrocedant warrants that it is in the best interest of the Retrocedant and the Retrocessionaire, Retrocedant may purchase facultative reinsurance and/or any other treaty reinsurance. Only those protections listed in Appendix 1 are to inure to the benefit of the Retrocessionaire. Such Appendix to be updated and maintained by both parties.
ARTICLE 6.  - LIMIT AND RETENTION
The Retrocessionaire shall be liable in respect of each and every loss occurrence over and above an initial Ultimate Net Loss of $145,000,000 each and every loss each and every loss occurrence, subject to a limit of liability to the Retrocessionaire of $35,000,000 Ultimate Net Loss each and every loss or series of losses arising out of one loss occurrence. Nevertheless, the limit of liability to Retrocessionaire for all occurrences arising under this Agreement shall be limited to $70,000,000.
ARTICLE 7.  - REINSTATEMENT
Each loss hereon reduces the amount of indemnity provided under this Agreement by the amount paid. Any amount so exhausted shall be automatically reinstated from the time of the occurrence of loss and for each amount so reinstated, the Retrocedant agrees to pay an additional premium calculated at pro rata of the annual premium as respects the fraction of indemnity exhausted and 100% of the annual premium regardless of the unexpired term of this Agreement. Nevertheless, the Retrocessionaire’s liability shall not exceed $70,000,000 with respect to all Loss Occurrences during the term of the Agreement.
ARTICLE 8.  - PREMIUM
The premium for this Agreement shall be a flat premium of $4,400,000 payable in two equal installments on January 1, 2005 and July 1, 2005.
ARTICLE 9.  - ULTIMATE NET LOSS
Ultimate Net Loss shall mean the actual loss paid by the Retrocedant, or for which the Retrocedant becomes liable to pay, such loss to include 100% of any Extra Contractual Obligations and 100% of any Excess of Policy Limits loss, and expenses of litigation and interest, if any, and all other loss expenses covered under Original Reinsurance Contract, and such expenses of the Retrocedant incurred in the handling of loss arising out of Original Reinsurance Contracts including subrogation, salvage and recovery expenses (office expenses and salaries of officials and employees not classified as loss adjusters are not chargeable as expenses for purpose of this paragraph), but salvages and all recoveries, including recoveries

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under all reinsurances which inure to the benefit of this agreement (whether recovered or not), shall be first deducted from such loss to arrive at the amount of liability attaching hereunder.
All salvages, recoveries or payments recovered or received subsequent to loss settlement hereunder shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.
For purposes of this article, the phrase “becomes liable to pay” shall mean the existence of a judgment or award, which the Retrocedant does not intend to appeal or a release has been obtained by the Retrocedant, or the Retrocedant has accepted a proof of loss.
Nothing in this clause shall be construed to mean that losses are not recoverable hereunder until the Retrocedant’s net loss has been ascertained.
ARTICLE 10.  - EXTRA CONTRACTUAL OBLIGATIONS
This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, where the loss includes any Extra Contractual Obligations. The term “Extra Contractual Obligations” is defined as those liabilities not covered under any other provision of this Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by any original reinsured to settle within the policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.
The date on which any Extra Contractual Obligation is incurred by any original reinsured shall be deemed, in all circumstances, to be the date of the original disaster and/or casualty.
However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of any original reinsured acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
ARTICLE 11.  - EXCESS OF ORIGINAL POLICY LIMITS
This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, in connection with loss in excess of the limit of its original policy, such loss in excess of the limit having been incurred because of failure of the original reinsured to settle within the policy limit or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.
However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of the original reinsured acting individually or

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collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
For the purpose of this Article, the word “loss” shall mean any amounts for which the original reinsured or Retrocedant would have been contractually liable to pay had it not been for the limit of the original policy.
ARTICLE 12.  - NET RETAINED LINES
This Agreement applies only to that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains net for its own account, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Agreement attaches, only loss or losses in respect of that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains nets for its own account shall be included.
The amount of the Retrocessionaires liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Retrocedant to collect from any other Retrocessionaire, whether specific or general, any amounts which may have become due from them, whether such inability arises from the insolvency of such other Retrocessionaire or otherwise.
ARTICLE 13.  - NOTICE OF LOSS AND LOSS SETTLEMENTS
The Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence which, in the opinion of the Retrocedant may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Retrocedant may materially affect the position of the Retrocessionaire.
All loss settlements made by the Retrocedant, provided they are within the terms of this Agreement, shall be unconditionally binding upon the Retrocessionaire who agrees to pay all amounts for which it may be liable immediately upon being furnished by the Retrocedant with reasonable evidence of the amount due or to be due. In addition, the Retrocessionaire agrees to abide by court and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance Contracts.
ARTICLE 14.  - ARBITRATION
All disputes and differences arising under or in connection with this Agreement shall be referred to arbitration under ARIAS Arbitration Rules.
The Arbitration Tribunal shall consist of three arbitrators, one to be appointed by the Claimant, one to be appointed by the Respondent and the third to be appointed by the two appointed arbitrators.

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The third member of the Tribunal shall be appointed as soon as practicable (and no later than 28 days) after the appointment of the two party-appointed arbitrators. The Tribunal shall be constituted upon the appointment of the third arbitrator.
The Arbitrators shall be persons (including those who have retired) with not less than ten years’ experience of insurance or reinsurance within the industry or as lawyers or other professional advisers serving the industry.
Where a party fails to appoint an arbitrator within 14 days of being called upon to do so or where the two party-appointed arbitrators fail to appoint a third within 28 days of their appointment, then upon application ARIAS (UK) will appoint an arbitrator to fill the vacancy. At any time prior to the appointment by ARIAS (UK) the party or arbitrators in default may make such appointment.
The Tribunal may in its sole discretion make such orders and directions as it considers to be necessary for the final determination of the matters in dispute. The Tribunal shall have the widest discretion permitted under the law governing the arbitral procedure when making such orders or directions.
The seat of arbitration shall be London, England.
The proper law of this Agreement shall be the law of England.
ARTICLE 15.  - CURRENCY
For purposes of this Agreement, where the Retrocedant receives premiums or pays losses in currencies other than United States dollars, such premiums or losses shall be converted into United States dollars at the actual rates of exchange at which these premiums or losses are entered in the Retrocedant’s books.
ARTICLE 16.  - ACCESS TO RECORDS
The Retrocedant shall place at the disposal of the Retrocessionaire at all reasonable times, and the Retrocessionaire shall have the right to inspect through its designated representatives, during the term of this Agreement and thereafter, all books, records and papers of the Retrocedant in connection with any reinsurance hereunder, or the subject matter hereof.
The Retrocessionaire, except with the express prior written consent of the Retrocedant, shall not directly or indirectly, communicate, disclose or divulge to any third party, any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Retrocedant’s books, records and papers. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Retrocessionaire is required to make to its statutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Agreement or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority.

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ARTICLE 17.  - INSOLVENCY
In the event of the insolvency of the Retrocedant, this reinsurance shall be payable directly to the Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Retrocedant without diminution because of the insolvency of the Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Retrocedant has failed to pay all or a portion of any claim.
It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Retrocedant shall give written notice to the Retrocessionaire of the pendency of a claim against the Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Retrocessionaire shall be chargeable, subject to the approval of the court, against the Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Retrocedant solely as a result of the defense undertaken by the Retrocessionaire.
As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.
ARTICLE 18.  - OFFSET
The Retrocedant and the Retrocessionaire shall have the right to offset any balance or amounts due from one party to the other under the terms of this Agreement. The party asserting the right of offset may exercise such right at any time whether the balances due are on account of premiums, losses or otherwise.
ARTICLE 19.  - ERRORS AND OMISSIONS
Any inadvertent delay, omission, error or failure made in connection with this Agreement shall not relieve either party hereto from any liability which would attach hereunder if such delay, omission, error or failure had not been made, provided such delay, omission, error or failure is rectified as soon as reasonably practicable after discovery.

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ARTICLE 20.  - MISCELLANEOUS PROVISIONS
          SECTION 20.01 Severability. If any term or provision of this Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby.
          SECTION 20.02 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other. The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns as permitted herein.
          SECTION 20.03 Execution in Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
          SECTION 20.04 Headings. Headings used herein are not a part of this Agreement and shall not affect the terms hereof.
          SECTION 20.05 Amendments; Entire Agreement. This Agreement may be amended only by written agreement of the parties. This Agreement supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.
          SECTION 20.06 Negotiated Agreement. This Agreement has been negotiated at arm’s-length, and the fact that the initial and final drafts will have been prepared by either party will not give rise to any presumption for or against any party to this Agreement or be used in any respect or forum in the construction or interpretation of this Agreement or any of its provisions.
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
             
    Platinum Re (UK) Limited    
 
           
 
  By:   /s/ Les Waters    
 
           
 
      Name: Les Waters    
 
      Title: Underwriting Manager    
 
           
    Platinum Underwriters Bermuda, Ltd.    
 
           
 
  By:   /s/ Francois Bertrand    
 
           
 
      Name: Francois Bertrand    
 
      Title: Senior Vice President    

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NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)
(WORLDWIDE EXCLUDING U.S.A. AND CANADA)
(INCLUDES JAPANESE AMENDMENT)
This agreement shall exclude Nuclear Energy Risks whether such risks are written directly and/or by way of reinsurance and/or via Pools and/or Associations.
For all purposes of this agreement Nuclear Energy Risks shall mean all first party and/or third party insurances or reinsurances (other than Workers’ Compensation and Employers’ Liability) in respect of:
  (I)   All Property on the site of a nuclear power station. Nuclear Reactors, reactor buildings and plant and equipment therein on any site other than a nuclear power station.
 
  (II)   All Property, on any site (including but not limited to the sites referred to in (I) above) used or having been used for:
 
  (a)   the generation of nuclear energy; or
 
  (b)   the Production, Use or Storage of Nuclear Material.
 
  (III)   Any other Property eligible for insurance by the relevant local Nuclear Insurance Pool and/or Association but only to the extent of the requirements of that local Pool and/or Association.
 
  (IV)   The supply of goods and services to any of the sites, described in (I) to (III) above, unless such insurances or reinsurances shall exclude the perils of irradiation and contamination by Nuclear Material.
Except as undernoted, Nuclear Energy Risks shall not include:
  (i)   Any insurance or reinsurance in respect of the construction or erection or installation or replacement or repair or maintenance or decommissioning of Property as described in (I) to (III) above (including contractors’ plant and equipment);
 
  (ii)   Any Machinery Breakdown or other Engineering insurance or reinsurance not coming within the scope of (i) above;
Provided always that such insurance or reinsurance shall exclude the perils of irradiation and contamination by Nuclear Material.
However, the above exemption shall not extend to:

-8-


 

  (1)   The provision of any insurance or reinsurance whatsoever in respect of:
  (a)   Nuclear Material;
 
  (b)   Any Property in the High Radioactivity Zone or Area of any Nuclear Installation as from the introduction of Nuclear Material or — for reactor installations — as from fuel loading or first criticality where so agreed with the relevant local Nuclear Insurance Pool and/or Association.
  (2)   The provision of any insurance or reinsurance for the undernoted perils:
    Fire, lightning, explosion;
 
    Earthquake;
 
    Aircraft and other aerial devices or articles dropped therefrom;
 
    Irradiation and radioactive contamination;
 
    Any other peril insured by the relevant local Nuclear Insurance Pool and/or Association;
      in respect of any other Property not specified in (1) above which directly involves the Production, Use or Storage of Nuclear Material as from the introduction of Nuclear Material into such Property.
Definitions
“Nuclear Material” means:
  (i)   Nuclear fuel, other than natural uranium and depleted uranium, capable of producing energy by a self-sustaining chain process of nuclear fission outside a Nuclear Reactor, either alone or in combination with some other material; and
 
  (ii)   Radioactive Products or Waste.
“Radioactive Products or Waste” means any radioactive material produced in, or any material made radioactive by exposure to the radiation incidental to the production or utilization of nuclear fuel, but does not include radioisotopes which have reached the final stage of fabrication so as to be usable for any scientific, medical, agricultural, commercial or industrial purpose.
“Nuclear Installation” means:
  (i)   Any Nuclear Reactor;
 
  (ii)   Any factory using nuclear fuel for the production of Nuclear Material, or any factory for the processing of Nuclear Material, including any factory for the reprocessing of irradiated nuclear fuel; and

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  (iii)   Any facility where Nuclear Material is stored, other than storage incidental to the carriage of such material.
“Nuclear Reactor” means any structure containing nuclear fuel in such an arrangement that a self-sustaining chain process of nuclear fission can occur therein without an additional source of neutrons.
“Production, Use or Storage of Nuclear Material” means the production, manufacture, enrichment, conditioning, processing, reprocessing, use, storage, handling and disposal of Nuclear Material.
“Property” shall mean all land, buildings, structures, plant, equipment, vehicles, contents (including but not limited to liquids and gases) and all materials of whatever description whether fixed or not.
“High Radioactivity Zone or Area” means:
  (i)   For nuclear power stations and Nuclear Reactors, the vessel or structure which immediately contains the core (including its supports and shrouding) and all the contents thereof, the fuel elements, the control rods and the irradiated fuel store; and
 
  (ii)   For non-reactor Nuclear Installations, any area where the level of radioactivity requires the provision of a biological shield.
Notwithstanding the provisions of this Clause, certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool are covered hereunder.
N.M.A. 1975a (10/3/94) (with Japanese Amendment added).
Approved by Lloyd’s Underwriters’ Non-Marine Association.
WAR AND CIVIL WAR EXCLUSION CLAUSE
This Agreement excludes loss or damage directly or indirectly occasioned by, happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether War be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement nor to business outside the scope of such Agreement.

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INSOLVENCY FUNDS EXCLUSION CLAUSE
This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund, or other arrangement, howsoever denominated, established, or governed, that provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee, or other obligation in whole or in part.

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Appendix 1: Reinsurance protection that inures to the benefit of the Retrocessionaire.
     None

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EX-10.3 4 y23533exv10w3.htm EX-10.3: QUOTA SHARE RETROCESSION AGREEMENT EX-10.3
 

EXHIBIT 10.3
QUOTA SHARE RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM UNDERWRITERS BERMUDA, LTD.
and
PLATINUM RE (UK) LIMITED
DATED AS OF JANUARY 1, 2006
     This Quota Share Retrocession Agreement (this “Agreement”), is made by and between Platinum Underwriters Bermuda, Ltd., a Bermuda-domiciled insurance company (the “Retrocessionaire”), and Platinum Re (UK) Limited, a United Kingdom-domiciled insurance company (the “Retrocedant”).
ARTICLE 1 - BUSINESS COVERED
Retrocedant hereby obligates itself to retrocede to the Retrocessionaire and the Retrocessionaire hereby obligates itself to accept a fifty-five percent (55%) quota share of the reinsurance and retrocession contracts underwritten by Retrocedant on or after the Effective Date (the “Reinsurance Contracts”).
ARTICLE 2 - COMMENCEMENT AND TERMINATION
Subject to Article 14 (Security), this Agreement shall take effect and shall apply to all Reinsurance Contracts underwritten on or after 12:01 a.m. London time on the day following receipt by Retrocedant of permission from the Financial Services Authority under Part IV of the Financial Services and Markets Act 2000 to conduct reinsurance business in the United Kingdom (the “Effective Date”). It shall remain continuously in force but may be terminated by either party giving at least 90 days notice in writing to the other party or by Retrocedent in accordance with Article 14 (Security). Such Notice of cancellation shall apply in respect of the next succeeding year of account.
For the purposes of this agreement, each year of account shall apply to business attaching or resigned during the period commencing with the 1st January and ending with the following 31st December of each calendar year. Unless the Retrocedant elects to reassume the ceded unearned premium in force on the effective date of termination, and so notifies the Retrocessionaire, the Retrocessionaire shall remain liable hereunder for its pro rata share of the Retrocedant’s liability under the Reinsurance Contracts until the expiration, cancellation or termination of all of the Retrocedant’s liabilities under the Reinsurance Contracts.
ARTICLE 3 - ORIGINAL CONDITIONS
All retrocessions assumed under this Agreement shall be subject to the same rates, terms, conditions, waivers and interpretations, and to the same modifications and alterations, as the respective Reinsurance Contracts.

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This Agreement is solely between the Retrocedant and the Retrocessionaire, and in no instance shall any other party have any rights under this Agreement except as expressly provided otherwise in the Insolvency Article.
ARTICLE 4 - PREMIUMS AND COMMISSION
As premium for the reinsurance provided hereunder, the Retrocedant shall retrocede to the Retrocessionaire fifty-five percent (55%) of the Gross premium ceded to the Retrocedant under the Reinsurance Contracts.
The Retrocessionnaire shall pay a ceding commission equal to the sum of (1) applicable ceding and other commissions, (2) brokerage, (3) taxes, and (4) other expenses associated with underwriting the Reinsurance Contracts.
Other expenses associated with underwriting shall be limited to a maximum of 10 percent (10%) of the Gross Premium ceded to the Retrocedant under the Reinsurance Contracts.
Gross Premium is defined as the total sum of all premiums associated with Reinsurance Contracts ceded to the Retrocedant, less return premiums, before any deductions.
ARTICLE 5 - TERRITORY
Coverage applies within the territorial limits of the Reinsurance Contracts covered hereunder.
ARTICLE 6 - INURING REINSURANCE
It is understood and agreed that when the Retrocedant warrants that it is in the best interest of the Retrocedant and the Retrocessionaire, Retrocedant may purchase facultative reinsurance and any other treaty reinsurance. The premium for said inuring reinsurance that inures to the benefit of the Retrocessionaire will be deducted from the premium hereunder. All reinsurance purchased by the Retrocedant inures to the benefit of the Retrocessionaire unless specifically noted in Addendum A.
ARTICLE 7 - LOSS AND LOSS EXPENSE
The Retrocessionaire shall be liable for fifty-five percent (55%) of all loss, loss adjustment expenses and other payment obligations as incurred by Retrocedant under the Reinsurance Contracts on and after the Effective Date.
ARTICLE 8 - REPORTS AND REMITTANCES
The retrocedant shall render separately, monthly statements of account, in arrears, in respect of each year of account, showing the total of all premiums, written, paid loss and loss adjustment expenses, allowances, commissions, and underwriting expenses relevant to that month. Such accounts shall be rendered, as soon as possible after the close of the relevant month with the balance payable within 45 days after the end of the respective month.

-2-


 

The retrocedant shall normally debit the retrocessionaire with their proportionate share of paid losses and loss adjustment expenses in the monthly accounts rendered. The retrocedant may, however, at their discretion, request the retrocessionaire to make immediate payment for their proportion of any settled loss in excess of £2 million for any one loss relating to this agreement; provided that the retrocessionaire shall have the right to deduct from any such payment any sums due to the retrocessionaire under this agreement for any agreement renewing or replacing this agreement.
In addition, the Retrocedant will furnish the Retrocessionaire a quarterly statement showing the unearned premium, the total reserves for outstanding losses including loss adjustment expense, a breakdown for paid and outstanding catastrophe losses and loss adjustment expense, and such other information as may be required by the Retrocessionaire for completion of its annual statements or other filings.
ARTICLE 9 - ACCESS TO RECORDS
The Retrocessionaire and its designated representatives shall have free access at any reasonable time to all records of the Retrocedant which pertain in any way to this Agreement.
ARTICLE 10 - ARBITRATION
All disputes and differences arising under or in connection with this Agreement shall be referred to arbitration under the Arbitration Rules of the A.I.D.A. Reinsurance and Insurance Arbitration Society of the UK (“ARIAS (UK)”).
The Arbitration Tribunal shall consist of three arbitrators, one to be appointed by the Claimant, one to be appointed by the Respondent and the third to be appointed by the two appointed arbitrators.
The third member of the Tribunal shall be appointed as soon as practicable (and no later than 28 days) after the appointment of the two party-appointed arbitrators. The Tribunal shall be constituted upon the appointment of the third arbitrator.
The Arbitrators shall be persons (including those who have retired) with not less than ten years’ experience of insurance or reinsurance within the industry or as lawyers or other professional advisers serving the industry.
SECTION 30.05 Where a Party fails to appoint an arbitrator within 14 days of being called upon to do so or where the two party-appointed arbitrators fail to appoint a third within 28 days of their appointment, then upon application ARIAS (UK) will appoint an arbitrator to fill the vacancy. At any time prior to appointment by ARIAS (UK) the Party or arbitrators in default may make such appointment.
The Tribunal may in its sole discretion make such orders and directions as it considers to be necessary for the final determination of the matters in dispute. The Tribunal shall have the widest discretion permitted under the law governing the arbitral procedure when making such order or directions.

-3-


 

The seat of arbitration shall be London.
ARTICLE 11 - INSOLVENCY
Where an Insolvency Event occurs in relation to the Retrocedant the following terms shall apply (and, in the event of any inconsistency between these terms and any other terms of this Agreement, these terms shall prevail):
(1)   Notwithstanding any requirement in this Agreement that the Retrocedant shall actually make payment in discharge of its liability to its policyholder before becoming entitled to payment form the Retrocessionaire:
  (a)   the Retrocessionaire shall be liable to pay the Retrocedant even though the Retrocedant is unable actually to pay, or discharge its liability to its policyholder, but;
 
  (b)   nothing in this clause shall operate to accelerate the date for payment by the Retrocessionaire of any sum which may be payable to the Retrocedant, which sum shall only become payable as and when the Retrocedant would have discharged, by actual payment, its liability for its current net loss but for it being the subject of any Insolvency Event.
(2)   The existence, quantum, valuation and date for payment of any sum which the Retrocessionaire are liable to pay the Retrocedant under this Agreement shall be those and only those for which the Retrocessionaire would be liable to the Retrocedant if the liability of the Retrocedant to its policyholder had been determined without reference to any term in any composition or scheme of arrangement or any similar such arrangement, entered into between the Retrocedant and all or any part of its policyholder unless and until the Retrocessionaire serve written notice to the contrary on the Retrocedant in relation to any composition or scheme of arrangement.
 
(3)   The Retrocessionaire shall be entitled (but not obliged) to set-off, against any sum which it may be liable to pay the Retrocedant, any sum for which the Retrocedant is liable to pay the Retrocessionaire.
An Insolvency Event shall occur if:
(A) (i)   (in relation to (1), (2) and (3) above) a winding up petition is presented in respect of the Retrocedant or a provisional liquidation is appointed over it or if the Retrocedant goes into administration, administrative receivership or receivership or if the Retrocedant has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or
 
  (ii)   (in relation to (1) above) if the Retrocedant goes into compulsory or voluntary liquidation;

-4-


 

or, in each case, if the Retrocedant becomes subject to any other similar insolvency process (whether under the laws of England and Wales or elsewhere) and the Retrocedant is unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986 (or any statutory amendment or re-enactment of that section).
ARTICLE 12 - OFFSET
The Retrocedant and the Retrocessionaire shall have the right to offset any balance or amounts due from one party to the other under the terms of this Agreement. The party asserting the right of offset may exercise such right at any time whether the balances due are on account of premiums, losses or otherwise.
ARTICLE 13 - ERRORS AND OMISSIONS
Any inadvertent delay, omission, error or failure made in connection with this Agreement shall not relieve either party hereto from any liability which would attach hereunder if such delay, omission, error or failure had not been made.
ARTICLE 14 - SECURITY
As a condition precedent to this Agreement, Retrocessionaire shall execute:
A.   the custody and investment accounting agreement with State Street Bank and Trust Company (“Custodian”) in the form attached as Schedule 1 (the “Custody Agreement”);
 
B.   the control agreement between Retrocedent, Retrocessionaire and Custodian in the form attached as Schedule 2 (the “Control Agreement”);
 
C.   the discretionary investment advisory agreement with Blackrock Financial Management, Inc. (“Investment Manager”) in the form attached as Schedule 3 (the “Investment Advisory Agreement”); and
 
D.   the security agreement, pursuant to which Retrocessionaire grants a continuing first priority security interest in collateral accounts established with Custodian pursuant to the Custody Agreement, in the form attached as Schedule 4 (the “Security Agreement”).
Retrocessionaire undertakes to notify Retrocedent in writing immediately upon becoming aware of the occurrence of a Relevant Event under the Security Agreement. Upon becoming aware of any such Relevant Event, Retrocedent shall be entitled, upon notice in writing to Retrocessionaire, to terminate this Agreement with immediate effect. Upon termination, Retrocessionaire shall within seven days account to Retrocedent for all amounts owing to Retrocedent pursuant to this Agreement, and the provisions of Article 12 (Offset) shall apply.

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No delay by Platinum UK in enforcing its rights under this Agreement or other forbearance by Platinum UK shall be taken to be a waiver of such rights.
ARTICLE 15 - MISCELLANEOUS PROVISIONS
A.   Severability. If any term or provision of this Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby.
 
B.   Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other. The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns as permitted herein.
 
C.   Execution in Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
D.   Headings. Headings used herein are not a part of this Agreement and shall not affect the terms hereof.
 
E.   Amendments; Entire Agreement. This Agreement may be amended only by written agreement of the parties. This Agreement together with the Custody Agreement, the Control Agreement, the Investment Advisory Agreement and the Security Agreement supersede all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.
 
F.   Governing Law. This Agreement shall be governed by the laws of England.
ARTICLE 16 - REPLACEMENT
This contract replaces the earlier one signed on November 22, 2002 and the one signed March 1, 2003
ARTICLE 17 - EXCLUSIONS
Any Excess of Loss Retrocession Agreement by and between Platinum Re (UK) Limited and Platinum Underwriters Bermuda, Ltd.
  1.   Reinsurance contracts retroceded to Retrocedant by any subsidiary or affiliate of The St. Paul Companies, Inc.
 
  2.   At the Retrocedants option, Reinsurance Contracts subject to Collateral Agreements and listed in Appendix 2

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
             
    Platinum Underwriters Bermuda, Ltd.    
 
           
 
  By:   /s/ Francois Bertrand    
 
           
 
      Name: Francois Bertrand    
 
      Title: Senior Vice President    
 
           
    Platinum Re (UK) Limited    
 
           
 
  By:   /s/ Les Waters    
 
           
 
      Name: Les Waters    
 
      Title: Underwriting Manager    

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Addendum A: Reinsurance that inures to the sole benefit of the Retrocedant
Excess of Loss Retrocession Agreement by and between Platinum Re (UK) Limited and Platinum Underwriters Reinsurance, Inc.
30% Quota Share with Arrow Capital Re
Appendix 2: Reinsurance Contracts subject to Collateral Agreements
None

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EX-10.4 5 y23533exv10w4.htm EX-10.4: TERMINATION ADDENDUM EX-10.4
 

EXHIBIT 10.4
TERMINATION ADDENDUM
EXCESS OF LOSS RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM RE (UK) LIMITED
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE, INC.
(RETROCESSIONAIRE)
IT IS HEREBY MUTUALLY AGREED that effective March 31, 2006, the Excess of Loss Retrocession Agreement dated as of January 1, 2006, by and between Platinum Underwriters Reinsurance, Inc., a Maryland domiciled insurance company (the “Retrocessionaire”), and Platinum Re (UK) Limited (the “Retrocedant”), is terminated pursuant to this Termination Addendum ( the “Addendum”).
The Retrocessionaire shall return all premium paid to date, less $250,000, as consideration for the early termination of its exposure.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed in duplicate by their respective officers duly authorized so to do, on the date set forth below.
             
    Platinum Re (UK) Limited    
 
           
 
  By:   /s/ Michael Coldman    
 
           
 
      Name: Michael Coldman    
 
      Title: CEO & Managing Director    
 
      Date: June 15, 2006    
 
           
    Platinum Underwriters Reinsurance, Inc.    
 
           
 
  By:   /s/ H. Elizabeth Mitchell    
 
           
 
      Name: H. Elizabeth Mitchell    
 
      Title: President    
 
      Date: June 13, 2006    

 

EX-10.5 6 y23533exv10w5.htm EX-10.5: EXCESS OF LOSS RETROCESSION AGREEMENT EX-10.5
 

EXHIBIT 10.5
EXCESS OF LOSS RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM UNDERWRITERS BERMUDA, LTD.
(RETROCEDANT)
and
PLATINUM UNDERWRITERS REINSURANCE, INC.
(RETROCESSIONAIRE)
DATED AS OF April 1, 2006
ARTICLE 1 -  BUSINESS COVERED
This Agreement is to indemnify the Retrocedant in respect of the net excess liability as a result of any loss or losses which may occur during the term of this Agreement under any original reinsurance contracts written by the Retrocedant covering all perils as assumed under the original contracts including wind, flood, earthquake, and earthquake fire expense insurance.
ARTICLE 2 -  COMMENCEMENT AND TERMINATION
This Agreement shall take effect and shall apply to all losses occurring during the period 1st April 2006 to 31st March 2007 both days inclusive, Local Standard Time, at the place where the loss occurs.
If this Agreement terminates while an occurrence covered hereunder is in progress, it is agreed that subject to the other conditions of this Agreement, the Retrocessionaire shall indemnify the Retrocedant as if the entire loss had occurred during the term of this Agreement.
ARTICLE 3 -  EXCLUSIONS
The following Exclusion Clauses are attached to and form part of this Agreement:
1. Nuclear Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding U.S.A. & Canada) (Japanese Amendment)
2. Pools, Associations, and Syndicates.
3. War Risk Exclusion Clause.
4. Insolvency Funds Exclusion Clause.
5. Losses emanating from the Quota Share Retrocession Agreement by and between Platinum Underwriters Bermuda, Ltd. and Platinum Underwriters Reinsurance, Inc.

- 1 -


 

ARTICLE 4 -  TERRITORY
Coverage applies within the territorial limits of Japan.
ARTICLE 5 - INURING REINSURANCE
It is understood and agreed that when the Retrocedant warrants that it is in the best interest of the Retrocedant and the Retrocessionaire, Retrocedant may purchase facultative reinsurance and/or any other treaty reinsurance.
All Reinsurance in place at April 1, 2006, or acquired after that date inures to the benefit of this program unless otherwise specified in Appendix 1.
ARTICLE 6 -  LIMIT AND RETENTION
The Retrocessionaire shall be liable in respect of each and every loss occurrence over and above an initial Ultimate Net Loss of $185,000,000 each and every loss each and every loss occurrence, subject to a limit of liability to the Retrocessionaire of $65,000,000 Ultimate Net Loss each and every loss or series of losses arising out of one loss occurrence. Nevertheless, the limit of liability to Retrocessionaire for all occurrences arising under this Agreement shall be limited to $130,000,000.
ARTICLE 7 -  REINSTATEMENT
Each loss hereon reduces the amount of indemnity provided under this Agreement by the amount paid. Any amount so exhausted shall be automatically reinstated from the time of the occurrence of loss and for each amount so reinstated, the Retrocedant agrees to pay an additional premium calculated at pro rata of the annual premium as respects the fraction of indemnity exhausted and 100% of the annual premium regardless of the unexpired term of this Agreement. Nevertheless, the Retrocessionaire’s liability shall not exceed $130,000,000 with respect to all Loss Occurrences during the term of the Agreement.
ARTICLE 8 - PREMIUM
The premium for this Agreement shall be a flat premium of $1,300,000 payable in two equal installments on April 1, 2006 and October 1, 2006.
ARTICLE 9 - ULTIMATE NET LOSS
Ultimate Net Loss shall mean the actual loss paid by the Retrocedant, or for which the Retrocedant becomes liable to pay, such loss to include 100% of any Extra Contractual Obligations and 100% of any Excess of Policy Limits loss, and expenses of litigation and interest, if any, and all other loss expenses covered under Original Reinsurance Contract, and such expenses of the Retrocedant incurred in the handling of loss arising out of Original Reinsurance Contracts including subrogation, salvage and recovery expenses (office expenses and salaries of officials and employees not classified as loss adjusters are not chargeable as expenses for purpose of this paragraph), but salvages and all

- 2 -


 

recoveries, including recoveries under all reinsurances which inure to the benefit of this agreement (whether recovered or not), shall be first deducted from such loss to arrive at the amount of liability attaching hereunder.
All salvages, recoveries or payments recovered or received subsequent to loss settlement hereunder shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.
For purposes of this article, the phrase “becomes liable to pay” shall mean the existence of a judgment or award, which the Retrocedant does not intend to appeal or a release has been obtained by the Retrocedant, or the Retrocedant has accepted a proof of loss.
Nothing in this clause shall be construed to mean that losses are not recoverable hereunder until the Retrocedant’s net loss has been ascertained.
ARTICLE 10 - EXTRA CONTRACTUAL OBLIGATIONS
This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, where the loss includes any Extra Contractual Obligations. The term “Extra Contractual Obligations” is defined as those liabilities not covered under any other provision of this Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by any original reinsured to settle within the policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.
The date on which any Extra Contractual Obligation is incurred by any original reinsured shall be deemed, in all circumstances, to be the date of the original disaster and/or casualty.
However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of any original reinsured acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
ARTICLE 11 - EXCESS OF ORIGINAL POLICY LIMITS
This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, in connection with loss in excess of the limit of its original policy, such loss in excess of the limit having been incurred because of failure of the original reinsured to settle within the policy limit or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

- 3 -


 

However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of the original reinsured acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.
For the purpose of this Article, the word “loss” shall mean any amounts for which the original reinsured or Retrocedant would have been contractually liable to pay had it not been for the limit of the original policy.
ARTICLE 12 - NET RETAINED LINES
This Agreement applies only to that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains net for its own account, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Agreement attaches, only loss or losses in respect of that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains nets for its own account shall be included.
The amount of the Retrocessionaire liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Retrocedant to collect from any other Retrocessionaire, whether specific or general, any amounts which may have become due from them, whether such inability arises from the insolvency of such other Retrocessionaire or otherwise.
ARTICLE 13 - NOTICE OF LOSS AND LOSS SETTLEMENTS
The Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence which, in the opinion of the Retrocedant may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Retrocedant may materially affect the position of the Retrocessionaire.
All loss settlements made by the Retrocedant, provided they are within the terms of this Agreement, shall be unconditionally binding upon the Retrocessionaire who agrees to pay all amounts for which it may be liable immediately upon being furnished by the Retrocedant with reasonable evidence of the amount due or to be due. In addition, the Retrocessionaire agrees to abide by court and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance Contracts.
ARTICLE 14 - ARBITRATION
          SECTION 14.01 As a condition precedent to any right of action under this Agreement, any dispute or difference between the parties hereto relating to the formation, interpretation, or performance of this Agreement, or any transaction under this Agreement, whether arising before or after termination, shall be submitted for decision to a panel of three arbitrators (the “Panel”) at the offices of Judicial Arbitration and

- 4 -


 

Mediation Services, Inc. in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
          SECTION 14.02 The party demanding arbitration shall do so by written notice to the responding party. Retrocessionaire hereby appoints its Chief Operating Officer as its agent to receive any arbitration demand hereunder and Retrocedant hereby appoints its General Counsel as its agent to receive any arbitration demand hereunder. The arbitration demand shall state the issues to be resolved and shall name the arbitrator appointed by the demanding party.
          SECTION 14.03 Within thirty (30) days of receipt of the demand for arbitration, the responding party shall notify the demanding party of any additional issues to be resolved in the arbitration and the name of the responding party’s appointed arbitrator. If the responding party refuses or neglects to appoint an arbitrator within thirty (30) days following receipt of the written arbitration demand, then the demanding party may appoint the second arbitrator but only after providing ten (10) days’ written notice of its intention to do so, and only if such other party has failed to appoint the second arbitrator within such ten (10) day period.
          SECTION 14.04 The two arbitrators shall, before instituting the hearing, select an impartial arbitrator who shall act as the umpire and preside over the hearing. If the two arbitrators fail to agree on the selection of a third arbitrator within thirty (30) days after notification of the appointment of the second arbitrator, the selection of the umpire shall be made by the American Arbitration Association. Upon resignation or death of any member of the Panel, a replacement will be appointed in the same fashion as the resigning or deceased member was appointed. All arbitrators shall be active or former officers of property/casualty insurance or reinsurance companies, or Lloyd’s underwriters, and shall be disinterested in the outcome of the arbitration.
          SECTION 14.05 Within thirty (30) days after notice of appointment of all arbitrators, the Panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The Panel shall have the power to determine all procedural rules for the holding of arbitration, including, but not limited to, the inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The Panel shall interpret this Agreement as an honorable engagement and not as merely a legal obligation and shall make its decision considering the custom and practice of the applicable insurance and reinsurance business. The Panel shall be relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of any two arbitrators shall be binding and final. The Panel shall render its decision in writing within sixty (60) days following the termination of the hearing. Judgment upon the award may be entered in any court of competent jurisdiction.
          SECTION 14.06 Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expense of the umpire and of the arbitration.

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          SECTION 14.07 Arbitration hereunder shall take place in New York, New York unless the parties agree otherwise.
          SECTION 14.08 The parties hereto hereby expressly (i) submit to the jurisdiction of the Panel, (ii) agree to comply with all requirements necessary to give the Panel jurisdiction and (iii) agree to abide by the final decision of the Panel.
          SECTION 14.09 This Article 14 shall survive termination of this Agreement.
ARTICLE 15 - CURRENCY
For purposes of this Agreement, where the Retrocedant receives premiums or pays losses in currencies other than United States dollars, such premiums or losses shall be converted into United States dollars at the actual rates of exchange at which these premiums or losses are entered in the Retrocedant’s books.
ARTICLE 16 - ACCESS TO RECORDS
The Retrocedant shall place at the disposal of the Retrocessionaire at all reasonable times, and the Retrocessionaire shall have the right to inspect through its designated representatives, during the term of this Agreement and thereafter, all books, records and papers of the Retrocedant in connection with any reinsurance hereunder, or the subject matter hereof.
The Retrocessionaire, except with the express prior written consent of the Retrocedant, shall not directly or indirectly, communicate, disclose or divulge to any third party, any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Retrocedant’s books, records and papers. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Retrocessionaire is required to make to its statutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Agreement or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority.
ARTICLE 17 - INSOLVENCY
In the event of the insolvency of the Retrocedant, this reinsurance shall be payable directly to the Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Retrocedant without diminution because of the insolvency of the Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Retrocedant has failed to pay all or a portion of any claim.
It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Retrocedant shall give written notice to the Retrocessionaire of the pendency of a claim against the Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the

- 6 -


 

receivership, and that during the pendency of such claim, the Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Retrocessionaire shall be chargeable, subject to the approval of the court, against the Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Retrocedant solely as a result of the defense undertaken by the Retrocessionaire.
As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.
ARTICLE 18 - OFFSET
The Retrocedant and the Retrocessionaire shall have the right to offset any balance or amounts due from one party to the other under the terms of this Agreement. The party asserting the right of offset may exercise such right at any time whether the balances due are on account of premiums, losses or otherwise.
ARTICLE 19 - ERRORS AND OMISSIONS
Any inadvertent delay, omission, error or failure made in connection with this Agreement shall not relieve either party hereto from any liability which would attach hereunder if such delay, omission, error or failure had not been made, provided such delay, omission, error or failure is rectified as soon as reasonably practicable after discovery.
ARTICLE 20- MISCELLANEOUS PROVISIONS
          SECTION 20.01 Severability. If any term or provision of this Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby.
          SECTION 20.02 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other. The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns as permitted herein.
          SECTION 20.03 Execution in Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and

- 7 -


 

delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
          SECTION 20.04 Headings. Headings used herein are not a part of this Agreement and shall not affect the terms hereof.
          SECTION 20.05 Amendments; Entire Agreement. This Agreement may be amended only by written agreement of the parties. This Agreement supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.
          SECTION 20.06 Negotiated Agreement. This Agreement has been negotiated at arm’s-length, and the fact that the initial and final drafts will have been prepared by either party will not give rise to any presumption for or against any party to this Agreement or be used in any respect or forum in the construction or interpretation of this Agreement or any of its provisions.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by their respective officers duly authorized so to do, on the date set forth below.
                 
    Platinum Underwriters Bermuda, Ltd.    
 
               
    By:   /s/ Francois Bertrand    
             
 
      Name:   Francois Bertrand    
 
      Title:   Chief Underwriting Officer    
 
      Date:   June 28, 2006    
 
               
    Platinum Underwriters Reinsurance, Inc.    
 
               
    By:   /s/ Kevin Marine    
             
 
      Name:   Kevin Marine    
 
      Title:   Senior Vice President    
 
          and Chief Underwriting Officer    
 
      Date:   June 26, 2006    

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NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)
(WORLDWIDE EXCLUDING U.S.A. AND CANADA)
(INCLUDES JAPANESE AMENDMENT)
This agreement shall exclude Nuclear Energy Risks whether such risks are written directly and/or by way of reinsurance and/or via Pools and/or Associations.
For all purposes of this agreement Nuclear Energy Risks shall mean all first party and/or third party insurances or reinsurances (other than Workers’ Compensation and Employers’ Liability) in respect of:
  (I)   All Property on the site of a nuclear power station. Nuclear Reactors, reactor buildings and plant and equipment therein on any site other than a nuclear power station.
 
  (II)   All Property, on any site (including but not limited to the sites referred to in (I) above) used or having been used for:
  (a)   the generation of nuclear energy; or
(b)   the Production, Use or Storage of Nuclear Material.
  (III)   Any other Property eligible for insurance by the relevant local Nuclear Insurance Pool and/or Association but only to the extent of the requirements of that local Pool and/or Association.
 
  (IV)   The supply of goods and services to any of the sites, described in (I) to (III) above, unless such insurances or reinsurances shall exclude the perils of irradiation and contamination by Nuclear Material.
Except as undernoted, Nuclear Energy Risks shall not include:
  (i)   Any insurance or reinsurance in respect of the construction or erection or installation or replacement or repair or maintenance or decommissioning of Property as described in (I) to (III) above (including contractors’ plant and equipment);
 
  (ii)   Any Machinery Breakdown or other Engineering insurance or reinsurance not coming within the scope of (i) above;
Provided always that such insurance or reinsurance shall exclude the perils of irradiation and contamination by Nuclear Material.
However, the above exemption shall not extend to:
  (1)   The provision of any insurance or reinsurance whatsoever in respect of:

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(a)   Nuclear Material;
 
(b)   Any Property in the High Radioactivity Zone or Area of any Nuclear Installation as from the introduction of Nuclear Material or — for reactor installations — as from fuel loading or first criticality where so agreed with the relevant local Nuclear Insurance Pool and/or Association.
  (2)   The provision of any insurance or reinsurance for the undernoted perils:
  -   Fire, lightning, explosion;
 
  -   Earthquake;
 
  -   Aircraft and other aerial devices or articles dropped therefrom;
 
  -   Irradiation and radioactive contamination;
 
  -   Any other peril insured by the relevant local Nuclear Insurance Pool and/or Association;
in respect of any other Property not specified in (1) above which directly involves the Production, Use or Storage of Nuclear Material as from the introduction of Nuclear Material into such Property.
Definitions
“Nuclear Material” means:
  (i)   Nuclear fuel, other than natural uranium and depleted uranium, capable of producing energy by a self-sustaining chain process of nuclear fission outside a Nuclear Reactor, either alone or in combination with some other material; and
 
  (ii)   Radioactive Products or Waste.
“Radioactive Products or Waste” means any radioactive material produced in, or any material made radioactive by exposure to the radiation incidental to the production or utilization of nuclear fuel, but does not include radioisotopes which have reached the final stage of fabrication so as to be usable for any scientific, medical, agricultural, commercial or industrial purpose.
“Nuclear Installation” means:
  (i)   Any Nuclear Reactor;
 
  (ii)   Any factory using nuclear fuel for the production of Nuclear Material, or any factory for the processing of Nuclear Material, including any factory for the reprocessing of irradiated nuclear fuel; and

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  (iii)   Any facility where Nuclear Material is stored, other than storage incidental to the carriage of such material.
“Nuclear Reactor” means any structure containing nuclear fuel in such an arrangement that a self-sustaining chain process of nuclear fission can occur therein without an additional source of neutrons.
“Production, Use or Storage of Nuclear Material” means the production, manufacture, enrichment, conditioning, processing, reprocessing, use, storage, handling and disposal of Nuclear Material.
“Property” shall mean all land, buildings, structures, plant, equipment, vehicles, contents (including but not limited to liquids and gases) and all materials of whatever description whether fixed or not.
“High Radioactivity Zone or Area” means:
  (i)   For nuclear power stations and Nuclear Reactors, the vessel or structure which immediately contains the core (including its supports and shrouding) and all the contents thereof, the fuel elements, the control rods and the irradiated fuel store; and
 
  (ii)   For non-reactor Nuclear Installations, any area where the level of radioactivity requires the provision of a biological shield.
Notwithstanding the provisions of this Clause, certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool are covered hereunder.
N.M.A. 1975a (10/3/94) (with Japanese Amendment added).
Approved by Lloyd’s Underwriters’ Non-Marine Association.

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WAR AND CIVIL WAR EXCLUSION CLAUSE
This Agreement excludes loss or damage directly or indirectly occasioned by, happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether War be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement nor to business outside the scope of such Agreement.

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INSOLVENCY FUNDS EXCLUSION CLAUSE
This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund, or other arrangement, howsoever denominated, established, or governed, that provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee, or other obligation in whole or in part.

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Appendix 1: Reinsurance protection that inures to the sole benefit of the Retrocedant
None

- 14 -

EX-10.6 7 y23533exv10w6.htm EX-10.6: ADDENDUM NO. 1 TO THE EXCESS OF LOSS RETROCESSION AGREEMENT EX-10.6
 

EXHIBIT 10.6
Addendum NO. 1
to the
EXCESS OF LOSS RETROCESSION AGREEMENT
BY AND BETWEEN
PLATINUM UNDERWRITERS BERMUDA, LTD.
(RETROCEDANT)
and
PLATINUM RE (UK) LIMITED
(RETROCESSIONAIRE)
DATED AS OF July 1st 2006
IT IS HEREBY AGREED that with effect from 1st July 2006 the TERRITORY, REINSTATEMENT and the PREMIUM PROVISION shall be amended to read as follows:
ARTICLE 4 - TERRITORY
Coverage applies within the territorial limits of North America, South America, Japan and the Carribbean. Coverage in Japan only applies for the peril of earthquake.
ARTICLE 7 - REINSTATEMENT
Each loss hereon reduces the amount of indemnity provided under this Agreement by the amount paid. Any amount so exhausted shall be automatically reinstated from the time of the occurrence of loss and for each amount so reinstated, the Retrocedant agrees to pay an additional premium calculated at pro rata of $5,200,000 as respects the fraction of indemnity exhausted and 100% of $5,200,000 regardless of the unexpired term of this Agreement. Nevertheless, the Retrocessionaire’s liability shall not exceed $70,000,000 with respect to all Loss Occurrences during the term of the Agreement.
ARTICLE 8 - PREMIUM
The premium for this Agreement shall be a flat premium of $4,800,000 payable in installments of $2,200,000 January 1st 2006 and $2,600,000 July 1st 2006.

page 1 of 2


 

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
                 
    Platinum Re (UK) Limited    
 
               
    By:   /s/ Michael J. Coldman    
             
 
      Name:   Michael J. Coldman    
 
      Title:   Chief Executive Officer and Managing Director    
 
      Date:   July 21, 2006    
 
               
    Platinum Underwriters Bermuda, Ltd.    
 
               
    By:   /s/ Les Waters    
             
 
      Name:   Les Waters    
 
      Title:   Vice President    
 
      Date:   July 21, 2006    

page 2 of 2

EX-31.1 8 y23533exv31w1.htm EX-31.1: CERTIFICATION EX-31.1
 

Exhibit 31.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
I, Michael D. Price, certify that:
  1.   I have reviewed this report on Form 10-Q of Platinum Underwriters Holdings, Ltd. (the “Registrant”);
 
  2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
 
  4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;
 
  d)   Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
  5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
     
July 31, 2006
  /s/ Michael D. Price
 
   
 
  By: Michael D. Price
 
  President and Chief Executive Officer

 

EX-31.2 9 y23533exv31w2.htm EX-31.2: CERTIFICATION EX-31.2
 

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Joseph F. Fisher, certify that:
  1.   I have reviewed this report on Form 10-Q of Platinum Underwriters Holdings, Ltd. (the “Registrant”);
 
  2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
 
  4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;
 
  d)   Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
  5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
     
July 31, 2006
  /s/ Joseph F. Fisher
 
   
 
  By: Joseph F. Fisher
 
  Executive Vice President and Chief Financial Officer

 

EX-32.1 10 y23533exv32w1.htm EX-32.1: CERTIFICATION EX-32.1
 

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael D. Price, President and Chief Executive Officer of Platinum Underwriters Holdings, Ltd., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Platinum Underwriters Holdings, Ltd.
     
July 31, 2006
  /s/ Michael D. Price
 
   
 
  By: Michael D. Price
 
  President and Chief Executive Officer

 

EX-32.2 11 y23533exv32w2.htm EX-32.2: CERTIFICATION EX-32.2
 

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph F. Fisher, Executive Vice President and Chief Financial Officer of Platinum Underwriters Holdings, Ltd., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Platinum Underwriters Holdings, Ltd.
     
July 31, 2006
  /s/ Joseph F. Fisher
 
   
 
  By: Joseph F. Fisher
 
  Executive Vice President and Chief Financial Officer

 

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