Edgar Filing: Allied World Assurance Co Holdings, AG

e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2011


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: 001-32938

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

(Exact Name of Registrant as Specified in Its Charter)


Switzerland		98-0681223
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Lindenstrasse 8, 6340 Baar
Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)

41-41-768-1080
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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 November 1, 2011, 38,156,652 common shares were outstanding.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. [Removed and Reserved
	Item 5. Other Information
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
as of September 30, 2011 and December 31, 2010
(Expressed in thousands of United States dollars, except share and per share amounts)


	As of			As of
	September 30,			December 31,
	2011			2010
ASSETS:
Fixed maturity investments available for sale, at fair value (amortized cost: 2011: $264,050; 2010: $828,544)	$	284,966		$	891,849
Fixed maturity investments trading, at fair value		6,279,615			5,769,097
Equity securities trading, at fair value		424,104			174,976
Other invested assets trading, at fair value		552,074			347,632

Total investments		7,540,759			7,183,554
Cash and cash equivalents		869,320			756,995
Restricted cash		33,253			96,373
Insurance balances receivable		607,270			529,927
Prepaid reinsurance		218,514			187,287
Reinsurance recoverable		1,009,643			927,588
Accrued investment income		39,743			40,520
Net deferred acquisition costs		115,070			96,803
Goodwill		268,376			268,376
Intangible assets		54,576			56,876
Balances receivable on sale of investments		349,327			188,408
Net deferred tax assets		26,872			19,740
Other assets		50,424			75,184

Total assets	$	11,183,147		$	10,427,631

LIABILITIES:
Reserve for losses and loss expenses	$	5,245,553		$	4,879,188
Unearned premiums		1,158,842			962,203
Reinsurance balances payable		95,463			99,732
Balances due on purchases of investments		754,451			506,978
Senior notes		797,885			797,700
Dividends payable		14,305			—
Accounts payable and accrued liabilities		113,574			106,010

Total liabilities	$	8,180,073		$	7,351,811

SHAREHOLDERS’ EQUITY:
Common shares: 2011: par value CHF 14.38 per share and 2010: par value CHF 15.00 per share (2011: 40,003,642; 2010: 40,003,642 shares issued and 2011: 38,145,557; 2010: 38,089,226 shares outstanding)		571,455			600,055
Additional paid-in capital		73,797			170,239
Treasury shares, at cost (2011: 1,858,085; 2010: 1,914,416)		(112,624	)		(112,811	)
Retained earnings		2,452,650			2,361,202
Accumulated other comprehensive income: net unrealized gains on investments, net of tax		17,796			57,135

Total shareholders’ equity		3,003,074			3,075,820

Total liabilities and shareholders’ equity	$	11,183,147		$	10,427,631

See accompanying notes to the consolidated financial statements.

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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
for the three and nine months ended September 30, 2011 and 2010
(Expressed in thousands of United States dollars, except share and per share amounts)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
REVENUES:
Gross premiums written	$	442,698		$	378,445		$	1,522,984		$	1,376,455
Premiums ceded		(92,438	)		(76,276	)		(296,050	)		(271,199	)

Net premiums written		350,260			302,169			1,226,934			1,105,256
Change in unearned premiums		21,080			37,327			(165,411	)		(88,512	)

Net premiums earned		371,340			339,496			1,061,523			1,016,744
Net investment income		47,883			59,479			150,459			193,975
Net realized investment (losses) gains		(130,809	)		116,930			(21,555	)		289,350
Net impairment charges recognized in earnings:
Total other-than-temporary impairment charges		—			—			—			(168	)
Portion of loss recognized in other comprehensive income, before taxes		—			—			—			—

Net impairment charges recognized in earnings		—			—			—			(168	)
Other income		35,000			—			35,000			913

		323,414			515,905			1,225,427			1,500,814

EXPENSES:
Net losses and loss expenses		205,546			126,988			745,811			547,864
Acquisition costs		39,680			41,919			120,733			120,641
General and administrative expenses		66,007			69,871			201,164			201,423
Amortization and impairment of intangible assets		767			892			2,300			2,675
Interest expense		13,748			9,533			41,235			28,592
Foreign exchange loss (gain)		2,966			(1,387	)		3,708			248

		328,714			247,816			1,114,951			901,443

(Loss) Income before income taxes		(5,300	)		268,089			110,476			599,371
Income tax expense		5,672			13,569			19,028			27,152

NET (LOSS) INCOME		(10,972	)		254,520			91,448			572,219

Other comprehensive (loss) income:
Unrealized gains on investments arising during the period net of applicable deferred income tax expense for the three months ended September 30, 2011: $5,476; 2010: $2,449 and nine months ended September 30, 2011: $3,051; 2010: $3,138		20			47,954			5,656			149,276
Reclassification adjustment for net realized investment gains included in net (loss) income, net of applicable income tax		(5,319	)		(32,550	)		(44,995	)		(145,476	)

Other comprehensive (loss) income		(5,299	)		15,404			(39,339	)		3,800

COMPREHENSIVE (LOSS) INCOME	$	(16,271	)	$	269,924		$	52,109		$	576,019

PER SHARE DATA
Basic (loss) earnings per share	$	(0.29	)	$	5.59		$	2.40		$	11.78
Diluted (loss) earnings per share	$	(0.29	)	$	5.21		$	2.30		$	11.03
Weighted average common shares outstanding		38,110,368			45,544,060			38,078,116			48,580,541
Weighted average common shares and common share equivalents outstanding		38,110,368			48,839,991			39,759,780			51,887,390
Dividends paid per share	$	0.375		$	0.20		$	0.375		$	0.60

See accompanying notes to the consolidated financial statements.

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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
for the nine months ended September 30, 2011 and 2010
(Expressed in thousands of United States dollars)


										Accumulated
				Additional						Other
	Share			Paid-in			Treasury			Comprehensive			Retained
	Capital			Capital			Shares			Income			Earnings			Total
December 31, 2010	$	600,055		$	170,239		$	(112,811	)	$	57,135		$	2,361,202		$	3,075,820

Net income		—			—			—			—			91,448			91,448
Dividends — par value reduction		(28,600	)		—			—			—			—			(28,600	)
Other comprehensive loss		—			—			—			(39,339	)		—			(39,339	)
Stock compensation		—			(42,822	)		60,187			—			—			17,365
Share repurchases		—			—			(60,000	)		—			—			(60,000	)
Repurchase of founder warrants		—			(53,620	)		—			—			—			(53,620	)

September 30, 2011	$	571,455		$	73,797		$	(112,624	)	$	17,796		$	2,452,650		$	3,003,074


December 31, 2009	$	1,492		$	1,359,934		$	—		$	149,849		$	1,702,020		$	3,213,295
Cumulative effect adjustment upon adoption of ASU 2010-11, net of deferred taxes		—			—			—			(41,889	)		41,889			—
Net income		—			—			—			—			572,219			572,219
Dividends		—			—			—			—			(28,774	)		(28,774	)
Other comprehensive income		—			—			—			3,800			—			3,800
Stock compensation		32			28,570			—			—			—			28,602
Share repurchase		—			—			(415,009	)		—			—			(415,009	)
Repurchase of founder warrants		—			(32,819	)		—			—			—			(32,819	)

September 30, 2010	$	1,524		$	1,355,685		$	(415,009	)	$	111,760		$	2,287,354		$	3,341,314

See accompanying notes to the consolidated financial statements.

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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 2011 and 2010
(Expressed in thousands of United States dollars)


	Nine Months Ended
	September 30,
	2011			2010
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income	$	91,448		$	572,219
Adjustments to reconcile net income to cash provided by operating activities:
Net realized gains on sales of investments		(78,001	)		(145,700	)
Mark to market adjustments		61,912			(143,650	)
Net impairment charges recognized in earnings		—			168
Stock compensation expense		16,917			25,177
Insurance balances receivable		(77,343	)		(71,266	)
Prepaid reinsurance		(31,227	)		(682	)
Reinsurance recoverable		(82,055	)		(19,965	)
Accrued investment income		777			9,760
Net deferred acquisition costs		(18,267	)		(14,479	)
Net deferred tax assets		(4,081	)		15,401
Other assets		24,650			10,797
Reserve for losses and loss expenses		366,365			128,053
Unearned premiums		196,639			89,195
Reinsurance balances payable		(4,269	)		(5,690	)
Accounts payable and accrued liabilities		7,564			(27,837	)
Other items, net		20,476			(2,310	)

Net cash provided by operating activities		491,505			419,191

CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Purchases of fixed maturity investments — available for sale		(727	)		(138,918	)
Purchases of fixed maturity investments — trading		(5,209,039	)		(8,739,173	)
Purchases of equity securities		(346,210	)		(122,929	)
Purchases of other invested assets		(265,720	)		(138,249	)
Sales of fixed maturity investments — available for sale		627,392			2,057,431
Sales of fixed maturity investments — trading		4,772,552			7,583,380
Sales of equity securities		69,028			5,721
Sales of other invested assets		40,129			2,858
Purchases of fixed assets		(7,792	)		(7,809	)
Change in restricted cash		63,120			(282,595	)

Net cash (used in) provided by investing activities		(257,267	)		219,717

CASH FLOWS USED IN FINANCING ACTIVITIES:
Dividends paid		—			(28,774	)
Dividends paid — par value reduction		(14,295	)		—
Proceeds from the exercise of stock options		5,317			7,053
Share repurchases		(60,000	)		(415,009	)
Repurchase of founder warrants		(53,620	)		(32,819	)

Net cash used in financing activities		(122,598	)		(469,549	)

Effect of exchange rate changes on foreign currency cash		685			(261	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		112,325			169,098
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		756,995			292,188

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	869,320		$	461,286

Supplemental disclosure of cash flow information:
— Cash paid for income taxes	$	6,294		$	12,820
— Cash paid for interest expense		45,750			37,500

See accompanying notes to the consolidated financial statements.

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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of United States dollars, except share, per share, percentage and ratio information)

1. GENERAL

Allied World Assurance Company Holdings, AG, a Swiss holding company (“Allied World Switzerland”), through its wholly-owned subsidiaries (collectively, the “Company”), provides property and casualty insurance and reinsurance on a worldwide basis through operations in Bermuda, the United States, Europe, Hong Kong and Singapore.

2. BASIS OF PREPARATION AND CONSOLIDATION

These unaudited condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with Article 10 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are normal and recurring in nature and necessary for a fair presentation of financial position and results of operations as of the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.

The preparation of financial statements in conformity with U.S. GAAP requires management 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 differ from those estimates. The significant estimates reflected in the Company’s financial statements include, but are not limited to:

	•		The premium estimates for certain reinsurance agreements,

	•		Recoverability of deferred acquisition costs,

	•		The reserve for outstanding losses and loss expenses,

	•		Valuation of ceded reinsurance recoverables,

	•		Determination of impairment of goodwill and other intangible assets,

	•		Valuation of financial instruments, and

	•		Determination of other-than-temporary impairment of available for sale investments.

Inter-company accounts and transactions have been eliminated on consolidation and all entities meeting consolidation requirements have been included in the consolidation.

These unaudited condensed consolidated financial statements, including these notes, should be read in conjunction with the Company’s audited consolidated financial statements, and related notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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3. NEW ACCOUNTING PRONOUNCEMENTS

In July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”). ASU 2010-20 enhances disclosures about credit quality of financing receivables and the allowance of credit losses by requiring additional information regarding the Company’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The balance sheet related disclosures for ASU 2010-20 were effective for the year ended December 31, 2010 and the income statement related disclosures were effective for the quarter ended March 31, 2011. Refer to Note 15 for the Company’s related disclosures.

In October 2010, the FASB issued ASU 2010-26, “Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” (“ASU 2010-26”). ASU 2010-26 clarifies what costs associated with acquiring or renewing insurance contracts can be deferred and amortized over the coverage period. Under the revised guidance of ASU 2010-26, incremental direct costs that result directly from and are essential to the insurance contract and would not have been incurred had the insurance contract not been written are costs that may be capitalized, including costs relating to activities specifically performed by the Company such as underwriting, policy issuance and processing. ASU 2010-26 will be effective January 1, 2012 and early adoption is permitted. The Company has not elected early adoption and is currently evaluating the provisions of ASU 2010-26 and its potential impact on future financial statements.

In January 2011, the FASB issued ASU 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”. In April 2011, the FASB issued ASU 2011-02 “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring” (“ASU 2011-02”). ASU 2011-02 provides further guidance on what constitutes a troubled debt restructuring. The guidance is effective for interim and annual periods beginning on or after June 15, 2011 and applies retrospectively to restructurings within the fiscal year of adoption. Refer to Note 15 for the Company’s related disclosures.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 provides a consistent meaning for the term “fair value” between the FASB and International Accounting Standards Board and establishes common requirements for measuring and disclosing information related thereto. ASU 2011-04 is effective on a prospective basis for interim and annual periods beginning on or after December 15, 2011 and early adoption is prohibited. The Company is currently assessing the provisions of ASU 2011-04 and its potential impact on future financial statements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity, requires consecutive presentation of the statement of net income and other comprehensive income and requires the presentation of reclassification adjustments on the face of the financial statements from other comprehensive income to net income. ASU 2011-05 is effective on a retrospective basis for interim and annual periods beginning on or after December 15, 2011 and will not have an impact on the presentation of future financial statements.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 simplifies how goodwill is tested for impairment by permitting entities to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment will determine if an entity needs to proceed with the two-step goodwill impairment test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company has not elected early adoption and is currently evaluating the provisions of ASU 2011-08 and its potential impact on future financial statements.

4. INVESTMENTS

a) Available for Sale Securities

The amortized cost, gross unrealized gains, gross unrealized losses and fair value of the Company’s available for sale investments by category are as follows:

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			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
September 30, 2011
U.S. Government and Government agencies	$	32,971	$	2,327	$	—		$	35,298
States, municipalities and political subdivisions		29,099		4,008		—			33,107
Corporate debt:
Financial institutions		38,368		1,501		(302	)		39,567
Industrials		87,661		6,250		—			93,911
Utilities		75,951		7,132		—			83,083

Total fixed maturity investments, available for sale	$	264,050	$	21,218	$	(302	)	$	284,966

December 31, 2010
U.S. Government and Government agencies	$	85,030	$	6,923	$	—		$	91,953
Non-U.S. Government and Government agencies		138,386		9,539		(2,541	)		145,384
States, municipalities and political subdivisions		107,289		10,901		(13	)		118,177
Corporate debt:
Financial institutions		66,660		6,776		(38	)		73,398
Industrials		310,664		20,548		(2	)		331,210
Utilities		120,515		11,212		—			131,727

Total fixed maturity investments, available for sale	$	828,544	$	65,899	$	(2,594	)	$	891,849

b) Trading Securities

Securities accounted for at fair value with changes in fair value recognized in the unaudited condensed consolidated statements of operations and comprehensive (loss) income (“consolidated income statements”) by category are as follows:


	September 30, 2011		December 31, 2010
U.S. Government and Government agencies	$	1,067,673	$	1,229,720
Non-U.S. Government and Government agencies		225,782		120,793
States, municipalities and political subdivisions		103,180		127,436
Corporate debt:
Financial institutions		1,292,078		1,261,219
Industrials		827,425		627,524
Utilities		115,214		101,472
Residential mortgage-backed:
Non-agency residential		328,395		371,935
Agency residential		1,374,564		1,195,905
Commercial mortgage-backed:		350,704		184,043
Asset-backed		594,600		549,050

Total fixed maturity investments, trading		6,279,615		5,769,097
Equity securities		424,104		174,976
Other invested assets ⁽¹⁾		552,074		347,632

Total	$	7,255,793	$	6,291,705


(1)		Within the Company’s financial statements and footnotes “other invested assets” include the Company’s investments in both hedge funds and private equity funds.

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c) Contractual Maturity Dates

The contractual maturity dates of available for sale fixed maturity investments are as follows:


	September 30, 2011
	Amortized Cost		Fair Value
Due within one year	$	26,354	$	26,819
Due after one year through five years		198,860		213,579
Due after five years through ten years		35,815		40,787
Due after ten years		3,021		3,781

	$	264,050	$	284,966

Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

d) Other Invested Assets

Included in other invested assets are the Company’s hedge fund and private equity investments. As of the balance sheet date, the Company held 21 funds with a total fair value of $552,074, which comprised 6.5% of the total fair value of its investments and cash and cash equivalents and are summarized as follows by type of investment strategy:


					Long			Short
	Fair Value as of		Unfunded		Exposure⁽¹⁾			Exposure⁽²⁾			Gross			Net
Fund Type	September 30, 2011		Commitments		(% of funded)			(% of funded)			Exposure⁽³⁾			Exposure⁽⁴⁾
Private equity (primary and secondary)	$	78,078	$	162,162		100	%		0	%		100	%		100	%
Mezzanine debt		3,308		111,621		100	%		0	%		100	%		100	%
Distressed		8,744		36,392		100	%		0	%		100	%		100	%

Total private equity		90,130		310,175

Distressed hedge funds		46,767		—		64	%		42	%		106	%		22	%
Equity long/short		175,170		—		78	%		58	%		136	%		20	%
Multi-strategy		157,479		—		88	%		66	%		154	%		22	%
Event driven		82,528		—		93	%		69	%		162	%		24	%

Total	$	552,074	$	310,175


(1)		Long exposure represents the ratio of the fund’s long investments in securities to the fund’s equity capital (over 100% may denote explicit borrowing). Two of the Company’s hedge funds, one event driven fund and one multi-strategy fund had long exposure greater than 100% of the funds’ net asset value (indicating explicit leverage) of 140% and 110%, respectively, as of September 30, 2011.

(2)		Short exposure represents the ratio of the securities sold short to the fund’s equity capital.

(3)		Gross exposure is the addition of the long and short exposures (over 100% may denote explicit borrowing).

(4)		Net exposure is the subtraction of the short exposure from the long exposure.

•

Private equity funds: These funds buy limited partnership interests from existing limited partners of primary private equity funds. As owners of private equity funds seek liquidity, they can sell their existing investments, plus any remaining commitment, to secondary market participants. The Company has invested in four private equity funds to purchase those primary limited partnership interests. The fair values of the investments in this class have been estimated using the net asset value per share of the investments. These funds cannot be redeemed because the investments include restrictions that do not

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allow for redemption until termination of the fund. The restriction period for these funds from initial investment ranges from eight to ten years.

•

Mezzanine debt funds: Mezzanine debt funds invest primarily in privately negotiated mezzanine investments. The funds’ strategies will focus primarily on providing capital to upper middle market and middle market companies, and private equity sponsors, in connection with leveraged buyouts, mergers and acquisitions, recapitalizations, growth financings and other corporate transactions. The most common position in the capital structure will be between the senior secured debt holder and the equity, however the funds will utilize a flexible approach when structuring investments, which may include secured debt, subordinated debt, preferred stock and/or private equity. The fair values of the funds in this class have been estimated using the net asset value per share of the funds. The Company has invested in one mezzanine debt fund which cannot be redeemed at this time because the investments include restrictions that do not allow for redemption until termination of the fund. The restriction period for this fund from initial investment is ten years.

•

Distressed funds: In distressed debt investing, managers take positions in the debt of companies experiencing significant financial difficulties, including bankruptcy, or in certain positions of the capital structure of structured securities. The manager relies on the fundamental analysis of these securities, including the claims on the assets and the likely return to bondholders. The fair values of the funds in this class have been estimated using the net asset value per share of the funds. The Company has invested in five distressed funds, three of which (representing approximately 32% of the value of the funds in this class) are not currently eligible for redemption due to imposed lock-up periods from initial investments ranging from one to eight years. The remaining funds representing approximately 45% and 23% of the value of the funds in this class are currently eligible for quarterly redemption with a 65-day and 45-day notification period, respectively, and are subject to redemption limitations and a redemption fee if redeemed prior to January 2012.

•

Equity long/short funds: In equity long/short funds, managers take long positions in companies they deem to be undervalued and short positions in companies they deem to be overvalued. Long/short managers may invest in countries, regions or sectors and vary by their use of leverage and target net long position. The fair values of the funds in this class have been estimated using the net asset value per share of the funds. The Company has invested in five equity long/short funds, one of which (representing approximately 25% of the value of the funds in this class) is not currently eligible for redemption due to an imposed lock-up period of eighteen months from initial investment, at which time the fund will be eligible for quarterly redemption with a 45-day notification period. The remaining four funds, representing approximately 75% of the value of the funds in this class, are currently eligible for quarterly redemption, one with a 30-day notification period or monthly redemption with a 30-day notification period and redemption fee, one with a 45-day notification period and redemption fee if redeemed prior to July 2012 and two with a 60-day notification period.

•

Multi-strategy funds: These funds may utilize many strategies employed by specialized funds including distressed investing, equity long/short, merger arbitrage, convertible arbitrage, fixed income arbitrage and macro trading. The fair values of the funds in this class have been estimated using the net asset value per share of the funds. The Company has invested in four multi-strategy funds, all of which are currently eligible for quarterly redemption. Three of the funds require notification periods before redemption which range from 45 days to 90 days. The remaining fund is currently eligible for redemption of one third of the net asset value with a 65-day notification period.

•

Event driven funds: Event driven strategies seek to deploy capital into specific securities whose returns are affected by a specific event that affects the value of one or more securities of a company. Returns for such securities are linked primarily to the specific outcome of the events and not by the overall direction of the bond or stock markets. Examples could include mergers and acquisitions (arbitrage), corporate restructurings and spin-offs and capital structure arbitrage. The fair values of the funds in this class have been estimated using the net asset value per share of the funds. The Company has invested in two event driven funds. Approximately 53% of the value of the funds is not currently eligible for redemption due to an imposed two year lock-up period from initial investment. The remaining 47% of the value of the funds in this class is currently eligible for quarterly redemption, but is subject to redemption fees and limitations.

-9-

e) Net Investment Income


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Fixed maturity investments	$	47,877		$	55,165		$	149,471		$	193,815
Equity securities and other invested assets		3,397			6,438			10,608			7,684
Cash and cash equivalents		166			183			611			346
Expenses		(3,557	)		(2,307	)		(10,231	)		(7,870	)

Net investment income	$	47,883		$	59,479		$	150,459		$	193,975

f) Components of Realized Gains and Losses

Components of realized gains and (losses) are summarized in the following table:


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Gross realized gains on sale of securities	$	44,674		$	33,222		$	122,842		$	163,461
Gross realized losses on sale of securities		(10,634	)		(2,533	)		(35,896	)		(15,663	)
Treasury yield hedge		—			—			—			(3,958	)
Futures not designated as hedges		(27,060	)		—			(47,470	)		—

Foreign exchange forwards not designated as hedges		1,442			—			882			—
Mark-to-market changes: debt securities trading		(46,078	)		73,563			(742	)		134,040
Mark-to-market changes: foreign exchange forwards and futures not designated as hedges		(17,667	)		—			(12,233	)		—
Mark-to-market changes: hedge funds and equity securities		(75,486	)		10,818			(48,938	)	$	9,610
Gain on sale of Program Administrator		—			1,860			—			1,860

Net realized investment (losses) gains	$	(130,809	)	$	116,930		$	(21,555	)	$	289,350

Proceeds from sale of available for sale securities	$	60,043		$	208,473		$	606,234		$	2,054,547
Proceeds from sale of trading securities	$	1,321,722		$	2,517,784		$	4,740,270		$	7,815,137

g) Pledged Assets

As of September 30, 2011 and December 31, 2010, $285,501 and $280,175, respectively, of cash and cash equivalents and investments were on deposit with various state or government insurance departments or pledged in favor of ceding companies in order to comply with relevant insurance regulations. In addition, the Company has set up trust accounts to meet security requirements for inter-company reinsurance transactions. These trusts contained assets of $1,356,304 and $1,377,266 as of September 30, 2011 and December 31, 2010, respectively, and are included in fixed maturity investments.

The Company also has facilities available for the issuance of letters of credit collateralized against the Company’s investment portfolio. The collateralized portion of these facilities is up to $1,300,000 as of September 30, 2011 and December 31, 2010. See Note 8 “Debt and Financing Arrangements” for details on the facilities.

-10-

The following table shows the Company’s trust accounts on deposit, as well as outstanding and remaining letter of credit facilities, and the collateral committed to support the letter of credit facilities:


	As of		As of
	September 30,		December 31,
	2011		2010
Total trust accounts on deposit	$	1,641,805	$	1,657,441
Total letter of credit facilities:
Citibank Europe plc		900,000		900,000
Credit Facility		800,000		800,000

Total letter of credit facilities		1,700,000		1,700,000

Total letter of credit facilities outstanding:
Citibank Europe plc		752,412		689,851
Credit Facility		161,677		158,983

Total letter of credit facilities outstanding		914,089		848,834

Total letter of credit facilities remaining:
Citibank Europe plc		147,588		210,149
Credit Facility (1)		638,323		641,017

Total letter of credit facilities remaining		785,911		851,166

Collateral committed to support the letter of credit facilities	$	1,062,380	$	1,121,345


(1)		Net of any borrowing or repayments under the Unsecured Facility (as defined in Note 8). See Note 8 for further details on the Unsecured Facility.

Total trust accounts on deposit includes available for sale securities, trading securities and cash and cash equivalents. The fair values of the combined total cash and cash equivalents and investments held under trust were $2,704,185 and $2,778,786 as of September 30, 2011 and December 31, 2010, respectively. Of the total letters of credit facilities outstanding as of September 30, 2011 and December 31, 2010, $7,295 was used to meet security requirements for inter-company transactions and the remaining letters of credit facilities outstanding of $906,794 and $841,539 was used for third-party beneficiaries, respectively.

h) Analysis of Unrealized Losses

As of September 30, 2011 and December 31, 2010, there were three and nine securities, respectively, in an unrealized loss position. The following table summarizes the market value of those investments in an unrealized loss position for periods less than and greater than 12 months:


	September 30, 2011					December 31, 2010
	Gross Fair		Unrealized			Gross Fair		Unrealized
	Value		Loss			Value		Loss
Less than 12 months
Non-U.S. Government and Government agencies	$	—	$	—		$	34,204	$	(1,116	)
States, municipalities and political subdivisions		—		—			472		(13	)
Corporate debt:		—		—
Financial institutions		9,477		(302	)		2,796		(38	)
Industrials		—		—			2,150		(2	)

	$	9,477	$	(302	)	$	39,622	$	(1,169	)

More than 12 months
Non-U.S. Government and Government agencies	$	—	$	—		$	10,998	$	(1,425	)

	$	—	$	—		$	10,998	$	(1,425	)

	$	9,477	$	(302	)	$	50,620	$	(2,594	)

-11-

i) Other-than-temporary impairment charges

Following the Company’s review of the securities in the investment portfolio during the three and nine months ended September 30, 2011, no securities were considered to be other-than-temporarily impaired.

Following the Company’s review of the securities in the investment portfolio during the three and nine months ended September 30, 2010 nil and one mortgage-backed security was considered to be other-than-temporarily impaired due to the present value of the expected cash flows being lower than the amortized cost. The $168 of other than temporary impairment (“OTTI”) during the nine months ended September 30, 2010 was recognized through earnings due to credit related losses.

The following table summarizes the amounts related to credit losses on debt securities for which a portion of the OTTI was recognized in other comprehensive income in the consolidated income statements for the three and nine months ended September 30, 2010:


	For the Three Months			For the Nine Months
	Ended September 30,			Ended September 30,
	2010			2010
Beginning balance of credit losses	$	1,264		$	1,096
Additions for credit loss for which OTTI was not previously recognized		—			168
Reductions for securities sold during the period (realized)		—			—
Reductions for OTTI previously recognized due to intent to sell		—			—
Additions resulting from the increase in credit losses		—			—
Reductions resulting from the improvement in expected cash flows		—			—
Adoption of ASU 2010-11		(1,264	)		(1,264	)

Ending balance of credit losses	$	—		$	—

5. DERIVATIVE INSTRUMENTS

The following table summarizes information on the location and amounts of derivative fair values on the unaudited condensed consolidated balance sheets (“consolidated balance sheets”):


	September 30, 2011								December 31, 2010
	Asset				Liability				Asset				Liability
	Derivative		Asset		Derivative		Liability		Derivative		Asset		Derivative		Liability
	Notional		Derivative		Notional		Derivative		Notional		Derivative		Notional		Derivative
	Amount		Fair Value		Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
Derivatives not designated as hedging instruments
Relating to investment portfolio:
Foreign exchange contracts ⁽¹⁾	$	74,853	$	1,487	$	62,198	$	6,989	$	—	$	—	$	—	$	—
Interest rate futures ⁽¹⁾		806,250		1,721		896,100		8,451		—		—		—		—

	$	881,103	$	3,208	$	958,298	$	15,440	$	—	$	—	$	—	$	—
Relating to operating activities and capital management:
Foreign exchange contracts ⁽²⁾	$	53,705	$	2,551	$	122,873	$	11,438	$	26,758	$	858	$	51,308	$	1,629

Total derivatives	$	934,808	$	5,759	$	1,081,171	$	26,878	$	26,758	$	858	$	51,308	$	1,629


(1)		Asset and liability derivatives relating to the investment portfolio are classified within “balances receivable on sale of investments” or “balances due on purchases of investments” on the consolidated balance sheets.

(2)		Asset and liability derivatives relating to operating activities are classified within “other assets” or “accounts payable and accrued liabilities” on the consolidated balance sheets.

The following table provides the total unrealized and realized gains (losses) on derivatives recorded in the consolidated income statements:

-12-


		Three Months Ended					Nine Months Ended
		September 30,					September 30,
	Location of Gain (Loss) Recognized in
	the Consolidated Income Statements	2011			2010		2011			2010
Derivatives not designated as hedging instruments
Relating to investment portfolio:
Foreign exchange contracts	Net realized investment losses	$	(5,343	)	$	—	$	(4,620	)	$	—
Interest rate futures	Net realized investment losses		(37,942	)		—		(54,201	)		—

		$	(43,285	)	$	—	$	(58,821	)	$	—

Relating to operating activities and capital management:
Foreign exchange contracts	Foreign exchange (losses) gains	$	(8,075	)	$	4,832	$	(5,474	)	$	3,420
Treasury yield hedge	Net realized investment losses		—			—		—			(3,958	)

Total derivatives		$	(51,360	)	$	4,832	$	(64,295	)	$	(538	)

Derivative Instruments not Designated as Hedging Instruments

a) Relating to Investment Portfolio

The Company is exposed to foreign currency risk in its investment portfolio. Accordingly, the fair values of the Company’s investment portfolio are partially influenced by the change in foreign exchange rates. The Company entered into foreign currency forward contracts to manage the effect of this foreign currency risk. These foreign currency hedging activities have not been designated as specific hedges for financial reporting purposes.

The Company also purchases and sells interest rate future contracts to actively manage the duration and yield curve positioning of its fixed income portfolio. Interest rate futures can efficiently increase or decrease the overall duration of the portfolio. Additionally, interest rate future contracts can be utilized to obtain the desired position along the yield curve in order to protect against certain future yield curve shapes.

b) Relating to Operating Activities and Capital Management

The Company’s insurance and reinsurance subsidiaries and branches operate in various foreign countries and consequently the Company’s underwriting portfolio is exposed to foreign currency risk. The Company manages foreign currency risk by seeking to match liabilities under the insurance policies and reinsurance contracts that it writes and that are payable in foreign currencies with cash and investments that are denominated in such currencies. When necessary, the Company may also use derivatives to economically hedge un-matched foreign currency exposures, specifically forward contracts and currency options.

In addition, the Company entered into a treasury yield hedge during the nine months ended September 30, 2010 to mitigate the potential rise in interest rates.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon whether the inputs to the valuation of an asset or liability are observable or unobservable in the market at the measurement date, with quoted market prices being the highest level (Level 1) and unobservable inputs being the lowest level (Level 3). A fair value measurement will fall within the level of the hierarchy based on the input that is significant to determining such measurement. The three levels are defined as follows:

•

Level 1: Observable inputs to the valuation methodology that are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2: Observable inputs to the valuation methodology other than quoted market prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted

-13-

prices for identical assets in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3: Inputs to the valuation methodology that are unobservable for the asset or liability.

The following table shows the fair value of the Company’s financial instruments and where in the fair value hierarchy the fair value measurements are included as of the dates indicated:


					Fair value measurement using:
					Quoted prices in				Significant
					active markets for		Significant other		unobservable
	Carrying				identical assets		observable inputs		inputs
September 30, 2011	amount		Total fair value		(Level 1)		(Level 2)		(Level 3)
Available for sale securities:
U.S. Government and Government agencies	$	35,298	$	35,298	$	35,298	$	—	$	—
States, municipalities and political subdivisions		33,107		33,107		—		33,107		—
Corporate debt		216,561		216,561		—		216,561		—

Total available for sale fixed maturity investments		284,966		284,966

Trading securities:
U.S. Government and Government agencies	$	1,067,673	$	1,067,673	$	858,948	$	208,725	$	—
Non-U.S. Government and Government agencies		225,782		225,782		—		225,782		—
States, municipalities and political subdivisions		103,180		103,180		—		103,180		—
Corporate debt		2,234,717		2,234,717		—		2,234,717		—
Mortgage-backed		2,053,663		2,053,663		—		1,806,200		247,463
Asset-backed		594,600		594,600		—		498,993		95,607

Total trading fixed maturity investments		6,279,615		6,279,615

Total fixed maturity investments		6,564,581		6,564,581

Equity securities		424,104		424,104		424,104		—		—
Other invested assets		552,074		552,074		—		—		552,074

Total investments	$	7,540,759	$	7,540,759	$	1,318,350	$	5,327,265	$	895,144

Senior notes	$	797,885	$	865,868	$	—	$	865,868	$	—

-14-


					Fair value measurement using:
					Quoted prices in				Significant
					active markets for		Significant other		unobservable
	Carrying				identical assets		observable inputs		inputs
December 31, 2010	amount		Total fair value		(Level 1)		(Level 2)		(Level 3)
Available for sale securities:
U.S. Government and Government agencies	$	91,953	$	91,953	$	65,234	$	26,719	$	—
Non-U.S. Government and Government agencies		145,384		145,384		—		145,384		—
States, municipalities and political subdivisions		118,177		118,177		—		118,177		—
Corporate debt		536,335		536,335		—		536,335		—

Total available for sale fixed maturity investments		891,849		891,849

Trading securities:
U.S. Government and Government agencies	$	1,229,720	$	1,229,720	$	1,088,967	$	140,753	$	—
Non-U.S. Government and Government agencies		120,793		120,793		—		120,793		—
States, municipalities and political subdivisions		127,436		127,436		—		127,436		—
Corporate debt		1,990,215		1,990,215		—		1,990,215		—
Mortgage-backed		1,751,883		1,751,883		—		1,579,324		172,559
Asset-backed		549,050		549,050		—		500,343		48,707

Total trading fixed maturity investments		5,769,097		5,769,097

Total fixed maturity investments		6,660,946		6,660,946

Equity securities		174,976		174,976		174,976		—		—
Other invested assets		347,632		347,632		—		—		347,632

Total investments	$	7,183,554	$	7,183,554	$	1,329,177	$	5,285,479	$	568,898

Senior notes	$	797,700	$	850,570	$	—	$	850,570	$	—

The following describes the valuation techniques used by the Company to determine the fair value of financial instruments held as of the balance sheet date.

U.S. government and U.S. government agencies: Comprised primarily of bonds issued by the U.S. treasury, the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association. The fair values of the Company’s U.S. government securities are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. treasury securities is an actively traded market given the high level of daily trading volume. The fair values of U.S. government agency securities are priced using the spread above the risk-free yield curve. As the yields for the risk-free yield curve and the spreads for these securities are observable market inputs, the fair values of U.S. government agency securities are included in the Level 2 fair value hierarchy.

Non-U.S. government and government agencies: Comprised of fixed income obligations of non-U.S. governmental entities. The fair values of these securities are based on prices obtained from international indices and are included in the Level 2 fair value hierarchy.

States, municipalities and political subdivisions: Comprised of fixed income obligations of U.S. domiciled state and municipality entities. The fair values of these securities are based on prices obtained from the new issue market, and are included in the Level 2 fair value hierarchy.

-15-

Corporate debt: Comprised of bonds issued by corporations that are diversified across a wide range of issuers and industries. The fair values of corporate bonds that are short-term are priced using spread above the London Interbank Offered Rate yield curve, and the fair value of corporate bonds that are long-term are priced using the spread above the risk-free yield curve. The spreads are sourced from broker-dealers, trade prices and the new issue market. As the significant inputs used to price corporate bonds are observable market inputs, the fair values of corporate bonds are included in the Level 2 fair value hierarchy.

Mortgage-backed: Primarily comprised of residential and commercial mortgages originated by both U.S. government agencies (such as the Federal National Mortgage Association) and non-U.S. government agencies. The fair values of mortgage-backed securities originated by U.S. government agencies and non-U.S. government agencies are based on a pricing model that incorporates prepayment speeds and spreads to determine appropriate average life of mortgage-backed securities. The spreads are sourced from broker-dealers, trade prices and the new issue market. As the significant inputs used to price the mortgage-backed securities are observable market inputs, the fair values of these securities are included in the Level 2 fair value hierarchy, unless the significant inputs used to price the mortgage-backed securities are broker-dealer quotes and the Company is not able to determine if those quotes are based on observable market inputs, in which case the fair value is included in the Level 3 hierarchy.

Asset-backed: Principally comprised of bonds backed by pools of automobile loan receivables, home equity loans, credit card receivables and collateralized loan obligations originated by a variety of financial institutions. The fair values of asset-backed securities are priced using prepayment speed and spread inputs that are sourced from the new issue market or broker-dealer quotes. As the significant inputs used to price the asset-backed securities are observable market inputs, the fair values of these securities are included in the Level 2 fair value hierarchy, unless the significant inputs used to price the asset-backed securities are broker-dealer quotes and the Company is not able to determine if those quotes are based on observable market inputs, in which case the fair value is included in the Level 3 hierarchy.

Equity securities: The fair value of the equity securities are priced from market exchanges and therefore included in the Level 1 fair value hierarchy.

Other invested assets: Comprised of funds invested in a range of diversified strategies. In accordance with U.S. GAAP, the fair values of the funds are based on the net asset value of the funds as reported by the fund manager which the Company believes is an unobservable input, and as such, the fair values of those funds are included in the Level 3 fair value hierarchy.

Senior notes: The fair value of the senior notes is based on trades as reported in Bloomberg. As of September 30, 2011, the 7.50% Senior Notes and 5.50% Senior Notes (each as defined in Note 8) were traded at 114.3% and 98.2% of their principal amount, providing an effective yield of 4.2% and 5.8%, respectively. The fair value of the senior notes is included in the Level 2 fair value hierarchy.

-16-

The following is a reconciliation of the beginning and ending balance of financial instruments using significant unobservable inputs
(Level 3):


	Fair value measurement using significant
	unobservable inputs (Level 3):
	Other invested assets			Mortgage-backed			Asset-backed
Three Months Ended September 30, 2011
Opening balance	$	562,267		$	216,660		$	113,310
Total realized and unrealized gains included in net income		3,938			4,671			28
Total realized and unrealized losses included in net income		(38,667	)		(2,795	)		(1,402	)
Purchases		29,553			46,077			328
Sales		(5,017	)		(7,021	)		(5,708	)
Transfers into Level 3		—			18,170			1,351
Transfers out of Level 3		—			(28,299	)		(12,300	)

Ending balance	$	552,074		$	247,463		$	95,607

Three Months Ended September 30, 2010
Opening balance	$	319,592		$	278,789		$	103,555
Total realized and unrealized gains included in net income		6,093			6,448			406
Total realized and unrealized losses included in net income		(3,990	)		(1,548	)		(257	)
Change in unrealized gains included in Other Comprehensive Income (“OCI”)		—			3,238			21
Change in unrealized losses included in OCI		—			(5,119	)		(2	)
Purchases		6,580			1,115			2,177
Sales		—			(58,998	)		(1,803	)
Cumulative effect adjustment related to the adoption of ASU 2010-11		—			1,796			(19	)
Transfers into Level 3		—			6,773			5,294
Transfers out of Level 3		—			(3,257	)		(51,680	)

Ending balance	$	328,275		$	229,237		$	57,692

-17-


	Fair value measurement using significant
	unobservable inputs (Level 3):
	Other invested assets			Mortgage-backed			Asset-backed
Nine Months Ended September 30, 2011
Opening balance	$	347,632		$	172,558		$	48,707
Total realized and unrealized gains included in net income		16,641			8,480			115
Total realized and unrealized losses included in net income		(38,877	)		(3,377	)		(903	)
Purchases		274,893			108,681			115,745
Sales		(48,215	)		(50,308	)		(8,933	)
Transfers into Level 3		—			104,255			34,152
Transfers out of Level 3		—			(92,826	)		(93,276	)

Ending balance	$	552,074		$	247,463		$	95,607


Nine Months Ended September 30, 2010
Opening balance	$	184,725		$	253,979		$	104,871
Total realized and unrealized gains included in net income		8,233			15,928			573
Total realized and unrealized losses included in net income		(2,932	)		(41	)		—
Change in unrealized gains included in OCI		—			2,755			64
Change in unrealized losses included in OCI		138,249			—			—
Purchases		—			122,058			53,358
Sales		—			(178,226	)		(7,049	)
Cumulative effect adjustment related to the adoption of ASU 2010-11		—			1,796			(19	)
Transfers into Level 3		—			55,504			56,034
Transfers out of Level 3		—			(44,516	)		(150,140	)

Ending balance	$	328,275		$	229,237		$	57,692

The Company attempts to verify the significant inputs used by broker-dealers in determining the fair value of the securities priced by them. If the Company could not obtain sufficient information to determine if the broker-dealers were using significant observable inputs, such securities have been transferred to Level 3 fair value hierarchy. The Company believes the prices obtained from the broker-dealers are the best estimate of fair value of the securities being priced as the broker-dealers are typically involved in the initial pricing of the security, and the Company has compared the price per the broker-dealer to other pricing sources and noted no material differences.

During the three and nine months ended September 30, 2011, the Company transferred $28,299 and $92,826 of mortgage-backed securities, respectively, and $12,300 and $93,276 of asset-backed securities, respectively, from Level 3 to Level 2 in the fair value hierarchy. During the three and nine months ended September 30, 2010, the Company transferred $3,257 and $44,516 of mortgage-backed securities, respectively, and $51,680 and $150,140 of asset-backed securities, respectively, from Level 3 to Level 2 in the fair value hierarchy. The Company transferred those securities as they no longer utilized broker-dealer quotes and instead used other pricing sources that have significant observable inputs. The Company recognizes transfers between levels at the end of the reporting period.

7. RESERVE FOR LOSSES AND LOSS EXPENSES

The reserve for losses and loss expenses consists of the following:


	September 30,		December 31,
	2011		2010
Outstanding loss reserves	$	1,404,996	$	1,166,516
Reserves for losses incurred but not reported		3,840,557		3,712,672

Reserve for losses and loss expenses	$	5,245,553	$	4,879,188

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The table below is a reconciliation of the beginning and ending liability for unpaid losses and loss expenses. Losses incurred and paid are reflected net of reinsurance recoverables.


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Gross liability at beginning of period	$	5,251,304		$	4,920,435		$	4,879,188		$	4,761,772
Reinsurance recoverable at beginning of period		(1,013,951	)		(932,435	)		(927,588	)		(919,991	)

Net liability at beginning of period		4,237,353			3,988,000			3,951,600			3,841,781

Net losses incurred related to:
Commutation of variable-rated reinsurance contracts		—			—			11,529			8,864
Current year		267,070			228,362			895,386			778,424
Prior years		(61,524	)		(101,374	)		(161,104	)		(239,424	)

Total incurred		205,546			126,988			745,811			547,864

Net paid losses related to:
Current year		43,723			37,291			65,002			70,701
Prior years		150,767			135,861			394,363			367,851

Total paid		194,490			173,152			459,365			438,552

Foreign exchange revaluation		(12,499	)		8,033			(2,136	)		(1,224	)

Net liability at end of period		4,235,910			3,949,869			4,235,910			3,949,869
Reinsurance recoverable at end of period		1,009,643			939,956			1,009,643			939,956

Gross liability at end of period	$	5,245,553		$	4,889,825		$	5,245,553		$	4,889,825

During the nine months ended September 30, 2011, the Company commuted certain variable-rated reinsurance contracts that have swing-rated provisions, reducing ceded losses by $11,529 in accordance with the terms of the contracts resulting in a net gain of $865.

For the three months ended September 30, 2011, the Company had net favorable reserve development in each of its segments due to actual loss emergence being lower than the initial expected loss emergence. The majority of the net favorable reserve development was recognized in each segment in the 2004 through 2007 loss years related to the general casualty and professional liability insurance and reinsurance lines of business and the healthcare insurance line of business.

For the nine months ended September 30, 2011, the Company had net favorable reserve development in each of its segments due to actual loss emergence being lower than the initial expected loss emergence. The majority of the net favorable reserve development was recognized in the international insurance and reinsurance segments in the 2004 through 2007 loss years related to the general casualty and professional liability insurance and reinsurance lines of business and the healthcare insurance line of business.

For the three and nine months ended September 30, 2010, the Company had net favorable reserve development in each of its segments due to actual loss emergence being lower than the initial expected loss emergence. For the three and nine months ended September 30, 2010, the majority of the net favorable reserve development was recognized in the international insurance segment in the 2004 through 2006 loss years related to the general casualty, healthcare and professional liability lines of business.

While the Company has experienced favorable development in its insurance and reinsurance lines, there is no assurance that conditions and trends that have affected the development of liabilities in the past will continue. It is not appropriate to extrapolate future redundancies based on prior years’ development. The methodology of estimating loss reserves is periodically reviewed to ensure that the key assumptions used in the actuarial models continue to be appropriate.

8. DEBT AND FINANCING ARRANGEMENTS

In November 2010, Allied World Assurance Company Holdings, Ltd (“Allied World Bermuda”) issued $300,000 aggregate principal amount of 5.50% Senior Notes due November 10, 2020 (“5.50% Senior Notes”), with interest on the notes payable on May 15 and November 15 of each year commencing on May 15, 2011. The 5.50% Senior Notes were offered by the underwriters at a price of 98.89% of their principal amount, providing an effective yield to investors of 5.56%. The net proceeds from the offering of the 5.50% Senior Notes were used for general corporate purposes, including the repurchase of the Company’s outstanding common

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shares. The 5.50% Senior Notes are Allied World Bermuda’s unsecured and unsubordinated obligations and rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness. Allied World Bermuda may redeem the 5.50% Senior Notes at any time or from time to time in whole or in part at a redemption price equal to the greater of the principal amount of the 5.50% Senior Notes to be redeemed or a make-whole price, plus accrued and unpaid interest. Allied World Bermuda has no current expectations of redeeming the notes prior to maturity. The 5.50% Senior Notes include covenants and events of default that are usual and customary, but do not contain any financial covenants.

In 2006, Allied World Bermuda issued $500,000 aggregate principal amount of 7.50% Senior Notes due August 1, 2016 (“7.50% Senior Notes”), with interest on the notes payable on August 1 and February 1 of each year, commencing on February 1, 2007. The 7.50% Senior Notes were offered by the underwriters at a price of 99.71% of their principal amount, providing an effective yield to investors of 7.54%. The 7.50% Senior Notes can be redeemed by Allied World Bermuda prior to maturity subject to payment of a “make-whole” premium. Allied World Bermuda has no current expectations of redeeming the notes prior to maturity. The 7.50% Senior Notes include covenants and events of default that are usual and customary, but do not contain any financial covenants.

The 5.50% Senior Notes and the 7.50% Senior Notes have been unconditionally and irrevocably guaranteed for the payment of the principal and interest by Allied World Switzerland.

Allied World Assurance Company, Ltd has a collateralized amended letter of credit facility of $900,000 with Citibank Europe plc. that has been, and will continue to be, used to issue standby letters of credit.

In addition, Allied World Bermuda entered into an $800,000 five-year senior credit facility (the “Credit Facility”) with a syndication of lenders that will terminate on November 27, 2012. The Credit Facility consists of a $400,000 secured letter of credit facility for the issuance of standby letters of credit (the “Secured Facility”) and a $400,000 unsecured facility for the making of revolving loans and for the issuance of standby letters of credit (the “Unsecured Facility”). Both the Secured Facility and the Unsecured Facility have options to increase the aggregate commitments by up to $200,000, subject to approval of the lenders. The Credit Facility will be used for general corporate purposes and to issue standby letters of credit. The Credit Facility contains representations, warranties and covenants customary for similar bank loan facilities, including a covenant to maintain a ratio of consolidated indebtedness to total capitalization as of the last day of each fiscal quarter or fiscal year of not greater than 0.35 to 1.0 and a covenant under the Unsecured Facility to maintain a certain consolidated net worth. In addition, each material insurance subsidiary must maintain a financial strength rating from A.M Best Company of at least A- under the Unsecured Facility and of at least B++ under the Secured Facility. Allied World Bermuda is in compliance with all covenants under the Credit Facility as of September 30, 2011 and December 31, 2010.

There are a total of 13 lenders that make up the Credit Facility syndication and that have varying commitments ranging from $20,000 to $87,500. Of the 13 lenders, four have commitments of $87,500 each, four have commitments of $62,500 each, four have commitments of $45,000 each and one has a commitment of $20,000.

In May 2010, Allied World Capital (Europe) Limited established an irrevocable standby letter of credit in order to satisfy funding requirements of the Company’s Lloyd’s Syndicate 2232. As of September 30, 2011 and December 31, 2010, the amount of the letter of credit was £67,400 ($105,333) and £53,700 ($82,838), respectively.

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9. GOODWILL AND INTANGIBLE ASSETS

The following table shows an analysis of goodwill and intangible assets:


				Intangible
				assets with		Intangible
				indefinite		assets with
	Goodwill			lives		finite lives			Total
Net balance at December 31, 2009	$	268,376		$	23,920	$	36,439		$	328,735
Additions		—			—		—			—
Amortization		—			—		(3,483	)		(3,483	)

Net balance at December 31, 2010		268,376			23,920		32,956			325,252
Additions		—			—		—			—
Amortization		—			—		(2,300	)		(2,300	)

Net balance at September 30, 2011		268,376			23,920		30,656			322,952

Gross balance		268,532			23,920		48,200			340,652
Accumulated amortization		—			—		(10,678	)		(10,678	)
Accumulated impairments		(156	)		—		(6,866	)		(7,022	)

Net balance	$	268,376		$	23,920	$	30,656		$	322,952

The amortization of the intangible assets with definite lives for the remainder of 2011 and for the years ended December 31, 2012, 2013, 2014, 2015 and thereafter will be $678, $2,533, $2,533, $2,533, $2,533 and $19,846, respectively. The intangible assets will be amortized over the remaining weighted average useful life of 12.1 years.

10. INCOME TAXES

Under Swiss law, a resident company is subject to income tax at the federal, cantonal and communal levels that is levied on net income. Income attributable to permanent establishments or real estate located abroad is excluded from the Swiss tax base. Allied World Switzerland is a holding company and, therefore, is exempt from cantonal and communal income tax. As a result, Allied World Switzerland is subject to Swiss income tax only at the federal level. Allied World Switzerland is a resident of the Canton of Zug and, as such, is subject to an annual cantonal and communal capital tax on the taxable equity of Allied World Switzerland in Switzerland. Allied World Switzerland has a Swiss operating company resident in the Canton of Zug. The operating company is subject to federal, cantonal and communal income tax and to annual cantonal and communal capital tax.

Under current Bermuda law, Allied World Bermuda and its Bermuda subsidiaries are not required to pay taxes in Bermuda on either income or capital gains. Allied World Bermuda and Allied World Assurance Company, Ltd have received an assurance from the Bermuda Minister of Finance under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, that in the event of any such taxes being imposed, Allied World Bermuda and Allied World Assurance Company, Ltd will be exempted until March 2035.

Certain subsidiaries of Allied World Switzerland file U.S. federal income tax returns and various U.S. state income tax returns, as well as income tax returns in the United Kingdom, Ireland, Switzerland, Hong Kong and Singapore. The following tax years by jurisdiction are open to examination:


	Fiscal Years
U.S. Internal Revenue Service for the U.S. subsidiaries		2007 — 2010
Inland Revenue for the U.K. branches		2009 — 2010
Irish Revenue Commissioners for the Irish subsidiaries		2006 — 2010
Swiss Federal Tax Administration for the Swiss branch		2008 — 2010
Inland Revenue Department for the Hong Kong branch		2009 — 2010
Inland Revenue Department for the Singapore branch		2010

To the best of the Company’s knowledge, there are no income tax examinations pending by any tax authority.

Management has deemed that all material tax positions will more likely than not be sustained based on technical merits if challenged. The Company does not expect any material unrecognized tax benefits within 12 months of January 2011.

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11. SHAREHOLDERS’ EQUITY

a) Authorized shares

Allied World Switzerland’s articles of association authorize its Board of Directors to increase the share capital by a maximum amount of 20% of the share capital registered in the commercial register up to CHF 114,469 or 7,960,260 voting shares, and create conditional capital of 7,200,000 voting shares. The issued share capital consists of the following:


	September 30,		December 31,
	2011		2010
Common shares issued and fully paid, 2011: CHF 14.38 per share; 2010: CHF 15.00 per share		40,003,642		40,003,642

Share capital at end of period	$	571,455	$	600,055


	Nine Months Ended
	September 30, 2011
Total shares issued at beginning and end of period		40,003,642

Treasury shares issued, balance at beginning of period		1,914,416
Shares repurchased		969,163
Shares issued out of treasury		(1,025,494	)

Total treasury shares at end of period		1,858,085

Total shares outstanding at end of period		38,145,557

As of September 30, 2011, there were outstanding 38,101,697 voting common shares and 43,860 non-voting common shares.

b) Share Warrants

In conjunction with the private placement offering at the formation of Allied World Bermuda, Allied World Bermuda granted warrant agreements to certain founding shareholders to acquire up to 5,500,000 common shares at an exercise price of $34.20 per share. These warrants were exercisable in certain limited conditions, including a public offering of common shares, and were due to expire November 21, 2011. All warrants granted have been repurchased by the Company.

In August 2010, Allied World Bermuda repurchased a warrant owned by The Chubb Corporation (“Chubb”) in a privately negotiated transaction. The warrant entitled Chubb to purchase 2,000,000 of Allied World Bermuda’s common shares for $34.20 per share. Allied World Bermuda repurchased the warrant for an aggregate purchase price of $32,819. In November 2010, Allied World Bermuda repurchased warrants owned by GS Capital Partners and other investment funds, which are affiliates of The Goldman Sachs Group, Inc. (“Goldman Sachs”) and founding shareholders in a privately negotiated transaction. The warrants entitled Goldman Sachs to purchase 1,500,000 of Allied World Bermuda’s common shares for $34.20 per share. Allied World Bermuda repurchased the warrants for an aggregate purchase price of $37,197. In February 2011, the Company repurchased the last outstanding warrant owned by American International Group, Inc. (“AIG”) in a privately negotiated transaction. The warrant entitled AIG to purchase 2,000,000 of the Company’s common shares for $34.20 per share. The Company repurchased the warrant for an aggregate purchase price of $53,620. The repurchases of the warrants were recognized as a reduction in “additional paid-in capital” on the consolidated balance sheets. The repurchases were executed separately from the share repurchase program discussed in Note 11(d) below. After these repurchases, Chubb, Goldman Sachs and AIG have no warrants remaining and no other disclosed equity interest in the Company.

c) Dividends

Under Swiss law, distributions to shareholders may be paid only if the Company has sufficient distributable profits from previous fiscal years, or if the Company has freely distributable reserves, each as presented on the audited stand-alone statutory balance sheet. Distributions to shareholders out of the share and participation capital may be made by way of a capital reduction in the form of a reduction to par value to achieve a similar result as the payment of a dividend.

On May 5, 2011, the shareholders approved the Company’s proposal to pay cash dividends in the form of a distribution by way of par value reductions. The aggregate reduction amount will be paid to shareholders in quarterly installments of $0.375 per share. The Company made such quarterly dividend payments of $14,295 on August 5, 2011 and $14,305 on October 7, 2011 to shareholders of record on July 27, 2011 and October 3, 2011, respectively. The amount of the par value reductions were CHF 0.30 and CHF 0.32 based on the exchange rate as of July 18, 2011 and September 19, 2011, respectively. The Company expects to distribute the

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remaining quarterly installments in January 2012 and April 2012. Dividend payments are subject to Swiss law and other related factors described in the Company’s 2011 Proxy Statement and the Company’s other filings with the SEC.

In February 2010, the Company declared a dividend of $0.20 per common share payable on April 1, 2010 to shareholders of record on March 16, 2010. This dividend payable amounted to $10,092. In May 2010, the Company declared a quarterly dividend of $0.20 per common share, payable on June 10, 2010 to shareholders of record on May 25, 2010. This dividend paid amounted to $10,017. In August 2010, the Company declared a dividend of $0.20 per common share payable on September 9, 2010 to shareholders of record on August 24, 2010. This dividend payable amounted to $8,665. The total dividends paid through September 30, 2010 amounted to $28,774.

d) Share repurchase

In May 2010, the Company established a share repurchase program in order to repurchase its common shares. Repurchases may be effected from time to time through open market purchases, privately negotiated transactions, tender offers or otherwise. The timing, form and amount of the share repurchases under the program will depend on a variety of factors, including market conditions, the Company’s capital position, legal requirements and other factors. During the nine months ended September 30, 2011, the Company repurchased through open market purchases 969,163 shares at a total cost of $60,000 for an average price of $61.91 per share. No shares were repurchased during the three months ended September 30, 2011 because of the merger agreement with Transatlantic Holdings, Inc. (“Transatlantic”) which was subsequently terminated. These repurchased shares have been classified as “Treasury shares, at cost” on the consolidated balance sheets. The Company will issue shares out of treasury principally related to the Company’s employee benefit plans.

In August 2010, the Company repurchased 5,000,000 of its common shares for $250,000, or $50.00 per share, in a privately negotiated transaction from Goldman Sachs. The shares repurchased were classified as “Treasury shares, at cost” on the consolidated balance sheets. In November 2010, the Company repurchased the remaining 3,159,793 common shares from Goldman Sachs for $185,448, or $58.69 per share. The repurchase price per common share is based on and reflects 0.5% discount from the volume-weighted average trading price of the Company’s common shares on November 5, 2010. These repurchases were executed separately from the Company’s share repurchase program discussed above.

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12. EMPLOYEE BENEFIT PLANS

a) Employee option plan

The Company has implemented the Allied World Assurance Company Holdings, AG 2001 Employee Stock Option Plan (the “Plan”). Under the Plan, up to 4,000,000 common shares may be issued. Options under the Plan are exercisable in certain limited conditions, expire after 10 years, and generally vest pro-rata over four years from the date of grant. The exercise price of options issued are recommended by the Compensation Committee to the Board of Directors for approval but shall not be less than 100% of the fair market value of the common shares of Allied World Switzerland on the date the option award is granted.


	Nine Months Ended September 30, 2011
				Weighted Average
	Options			Exercise Price
Outstanding at beginning of period		1,272,739		$	38.77
Granted		494,885			61.51
Exercised		(140,792	)		37.77
Forfeited		(44,449	)		51.83
Expired		(1,198	)		43.00

Outstanding at end of period		1,581,185		$	45.61

Assumptions used in the option-pricing model are as follows:


	Options Granted During
	the Nine Months Ended
	September 30, 2011
Expected term of option	5.48 years
Weighted average risk-free interest rate		2.33	%
Weighted average expected volatility		31.51	%
Dividend yield		1.00	%
Weighted average fair value on grant date	$	18.27

The Company has assumed a weighted average annual forfeiture rate of 6.72% in determining the compensation expense over the service period.

Compensation expense of $967 and $3,143 relating to the options has been included in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2011, respectively. Compensation expense of $706 and $2,256 relating to the options has been included in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2010, respectively. As of September 30, 2011 and December 31, 2010, the Company has recorded in “additional paid-in capital” on the consolidated balance sheets an amount of $42,017 and $41,505, respectively, in connection with all options granted.

b) Stock incentive plan

The Company has implemented the Allied World Assurance Company Holdings, AG Third Amended and Restated 2004 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan provides for grants of restricted stock, restricted stock units (“RSUs”), dividend equivalent rights and other equity-based awards. A total of 2,000,000 common shares may be issued under the Stock Incentive Plan. To date, only RSUs have been granted. These RSUs generally vest pro-rata over four years from the date of grant or vest in the fourth or fifth year from the date of grant.


	Nine Months Ended September 30, 2011
				Weighted Average
				Grant Date Fair
	RSUs			Value
Outstanding RSUs at beginning of period		851,078		$	39.88
RSUs granted		47,198			58.96
Performance-based RSUs granted		139,210			61.51
RSUs forfeited		(38,643	)		34.31
RSUs fully vested		(338,636	)		37.48

Outstanding RSUs at end of period		660,207		$	47.01

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The Company granted performance-based RSUs in lieu of utilizing the LTIP (as defined in Note 12(c)). The performance-based RSUs are structured in exactly the same form as shares issued under the LTIP in terms of vesting restrictions and achievement of established performance criteria. For the performance-based RSUs granted in 2010 and 2011, the Company anticipates that the performance goals are likely to be achieved. Based on the performance goals, the performance-based RSUs granted in 2010 and 2011 are expensed at 100% of the fair market value of Allied World Switzerland’s common shares on the date of grant. The expense is recognized over the performance period.

Compensation expense of $2,698 and $10,227 relating to the issuance of the RSUs, including the performance-based RSUs, has been recognized in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2011, respectively. Compensation expense of $3,174 and $10,215 relating to the issuance of the RSUs, including the performance-based RSUs, has been recognized in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2010, respectively. The compensation expense for the RSUs is based on the fair market value of Allied World Switzerland’s common shares at the time of grant. The Company believes it is unlikely that performance-based RSUs will be forfeited as these awards are issued to senior management. Thus, no forfeiture rate is applied to the performance-based RSUs. The Company has assumed a weighted average annual forfeiture rate of 2.80%, excluding performance-based RSUs, in determining the compensation expense over the service period.

As of September 30, 2011 and December 31, 2010, the Company has recorded $25,362 and $37,991, respectively, in “additional paid-in capital” on the consolidated balance sheets in connection with the RSUs awarded.

c) Long-term incentive plan

The Company has implemented the Allied World Assurance Company Holdings, AG Third Amended and Restated Long-Term Incentive Plan (“LTIP”). Each award under the LTIP represents the right to receive a number of common shares in the future, based upon the achievement of established performance criteria during the applicable three-year performance period. A total of 2,000,000 common shares may be issued under the LTIP. The awards granted in 2009 will vest after the fiscal year ending December 31, 2011, subject to the achievement of the performance conditions and terms of the LTIP. The awards granted in 2008 generally vested after the fiscal year ended December 31, 2010, however, a portion of this award will vest after the fourth or fifth year from the original grant date, subject to the achievement of the performance conditions and terms of the LTIP.


	Nine Months Ended September 30, 2011
				Weighted Average
				Grant Date Fair
	LTIP			Value
Outstanding LTIP awards at beginning of period		773,411		$	41.74
Additional LTIP awards granted due to the achievement of 2008 — 2010 performance criteria		212,938			43.27
LTIP forfeited		(19,750	)		41.39
LTIP awards vested		(642,563	)		43.25

Outstanding LTIP awards at end of period		324,036		$	39.78

Compensation expense of $1,140 and $3,547 relating to the LTIP has been recognized in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2011, respectively. Compensation expense of $3,843 and $12,706 relating to the LTIP has been recognized in “general and administrative expenses” in the Company’s consolidated income statements for the three and nine months ended September 30, 2010, respectively. The decrease in compensation expense relating to LTIP is primarily the result of the Company issuing performance-based RSUs in lieu of LTIP as discussed in Note 12(b). The compensation expense for the LTIP is based on the fair market value of Allied World Switzerland’s common shares at the time of grant. The LTIP is deemed to be an equity plan and as such, $47,991 and $77,728 have been included in “additional paid-in capital” on the consolidated balance sheets as of September 30, 2011 and December 31, 2010, respectively.

In calculating the compensation expense and in the determination of share equivalents for the purpose of calculating diluted earnings per share, it is estimated for the unvested LTIP awards granted in 2008 and 2009 that the maximum performance goals as set by the LTIP are likely to be achieved over the performance period. Based on the performance goals, the unvested LTIP awards granted in 2008 and 2009 are expensed at 150% of the fair market value of Allied World Switzerland’s common shares on the date of grant. The expense is recognized over the performance period.

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d) Cash-equivalent stock awards

Since 2009, as part of the Company’s annual year-end compensation awards, the Company granted both stock-based awards and cash-equivalent stock awards. The cash-equivalent awards were granted to employees who received RSU, LTIP and performance- based RSU awards and were granted in lieu of granting the full award as a stock-based award. The cash-equivalent RSU awards vest pro-rata over four years from the date of grant. The cash-equivalent LTIP and performance-based RSU awards vest after a three-year performance period. As the cash-equivalent awards are settled in cash, we establish a liability equal to the product of the fair market value of Allied World Switzerland’s common shares as of the end of the reporting period and the total awards outstanding. The liability is included in “accounts payable and accrued expenses” in the balance sheets and changes in the liability are recorded in “general and administrative expenses” in the consolidated income statements. For the three and nine months ended September 30, 2011, the expense recognized for the cash-equivalent stock awards was $3,048 and $11,623, respectively. For the three and nine months ended September 30, 2010, the expense recognized for the cash-equivalent stock awards was $4,767 and $10,088, respectively.

The following table shows the stock related compensation expense relating to the stock options, RSUs, LTIP and cash equivalent awards:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Stock Options	$	967	$	706	$	3,143	$	2,256
RSUs		2,698		3,174		10,227		10,215
LTIP		1,140		3,843		3,547		12,706
Cash-equivalent stock awards		3,048		4,767		11,623		10,088

Total	$	7,853	$	12,490	$	28,540	$	35,265

13. EARNINGS PER SHARE

The following table sets forth the comparison of basic and diluted earnings per share:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011		2010
Basic (loss) earnings per share:
Net (loss) income	$	(10,972	)	$	254,520	$	91,448	$	572,219
Weighted average common shares outstanding		38,110,368			45,544,060		38,078,116		48,580,541

Basic (loss) earnings per share	$	(0.29	)	$	5.59	$	2.40	$	11.78


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011		2010
Diluted (loss) earnings per share:
Net (loss) income	$	(10,972	)	$	254,520	$	91,448	$	572,219
Weighted average common shares outstanding		38,110,368			45,544,060		38,078,116		48,580,541
Share equivalents:
Warrants and options		—			1,689,743		413,228		1,627,137
Restricted stock units		—			631,841		443,443		659,402
LTIP awards		—			974,347		823,778		1,020,310
Employee stock purchase plan		—			—		1,215		—

Weighted average common shares and common share equivalents outstanding — diluted		38,110,368			48,839,991		39,759,780		51,887,390

Diluted (loss) earnings per share	$	(0.29	)	$	5.21	$	2.30	$	11.03

For the three months ended September 30, 2011 there were no common share equivalents included in calculating diluted earnings per share as there was a net loss and any additional shares would prove to be anti-dilutive. For the nine months ended September 30, 2011, a weighted average of 608,662 employee stock options and 134,615 RSUs were considered anti-dilutive and were therefore excluded from the calculation of the diluted earnings per share.

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For the three months ended September 30, 2010, a weighted average of 482,979 employee stock options were considered anti-dilutive and were therefore excluded from the calculation of the diluted earnings per share. For the nine months ended September 30, 2010, a weighted average of 620,556 employee stock options were considered anti-dilutive and were therefore excluded from the calculation of the diluted earnings per share.

14. SEGMENT INFORMATION

The determination of reportable segments is based on how senior management monitors the Company’s underwriting operations. Management monitors the performance of its direct underwriting operations based on the geographic location of the Company’s offices, the markets and customers served and the type of accounts written. The Company is currently organized into three operating segments: U.S. insurance, international insurance and reinsurance. All product lines fall within these classifications.

The U.S. insurance segment includes the Company’s direct specialty insurance operations in the United States. This segment provides both direct property and specialty casualty insurance primarily to non-Fortune 1000 North American domiciled accounts. The international insurance segment includes the Company’s direct insurance operations in Bermuda, Europe, Singapore and Hong Kong. This segment provides both direct property and casualty insurance primarily to Fortune 1000 North American domiciled accounts and mid-sized to large non-North American domiciled accounts. The reinsurance segment includes the reinsurance of property, general casualty, professional liability, specialty lines and property catastrophe coverages written by insurance companies. The Company presently writes reinsurance on both a treaty and a facultative basis, targeting several niche reinsurance markets.

Responsibility and accountability for the results of underwriting operations are assigned by major line of business within each segment. Because the Company does not manage its assets by segment, investment income, interest expense and total assets are not allocated to individual reportable segments. General and administrative expenses are allocated to segments based on various factors, including staff count and each segment’s proportional share of gross premiums written.

Management measures results for each segment on the basis of the “loss and loss expense ratio,” “acquisition cost ratio,” “general and administrative expense ratio” and the “combined ratio.” The “loss and loss expense ratio” is derived by dividing net losses and loss expenses by net premiums earned. The “acquisition cost ratio” is derived by dividing acquisition costs by net premiums earned. The “general and administrative expense ratio” is derived by dividing general and administrative expenses by net premiums earned. The “combined ratio” is the sum of the “loss and loss expense ratio,” the “acquisition cost ratio” and the “general and administrative expense ratio.”

-27-

The following tables provide a summary of the segment results:


				International
Three Months Ended September 30, 2011	U.S. Insurance			Insurance			Reinsurance			Total
Gross premiums written	$	201,522		$	109,612		$	131,564		$	442,698
Net premiums written		157,310			61,386			131,564			350,260
Net premiums earned		150,474			80,175			140,691			371,340
Other income		—			—			—			—
Net losses and loss expenses		(85,720	)		(43,666	)		(76,160	)		(205,546	)
Acquisition costs		(19,549	)		343			(20,474	)		(39,680	)
General and administrative expenses		(28,945	)		(21,558	)		(15,504	)		(66,007	)

Underwriting income		16,260			15,294			28,553			60,107
Net investment income											47,883
Net realized investment losses											(130,809	)
Other income — termination fee											35,000
Net impairment charges recognized in earnings											—
Amortization and impairment of intangible assets											(767	)
Interest expense											(13,748	)
Foreign exchange loss											(2,966	)

Loss before income taxes										$	(5,300	)


Loss and loss expense ratio		57.0	%		54.5	%		54.1	%		55.4	%
Acquisition cost ratio		13.0	%		(0.4	%)		14.6	%		10.7	%
General and administrative expense ratio		19.2	%		26.9	%		11.0	%		17.8	%

Combined ratio		89.2	%		81.0	%		79.7	%		83.9	%


				International
Three Months Ended September 30, 2010	U.S. Insurance			Insurance			Reinsurance			Total
Gross premiums written	$	181,232		$	100,858		$	96,355		$	378,445
Net premiums written		140,481			65,520			96,168			302,169
Net premiums earned		129,650			80,557			129,289			339,496
Other income		—			—			—			—
Net losses and loss expenses		(55,144	)		(11,040	)		(60,804	)		(126,988	)
Acquisition costs		(18,081	)		29			(23,867	)		(41,919	)
General and administrative expenses		(31,781	)		(22,819	)		(15,271	)		(69,871	)

Underwriting income		24,644			46,727			29,347			100,718
Net investment income											59,479
Net realized investment gains											116,930
Net impairment charges recognized in earnings											—
Amortization and impairment of intangible assets											(892	)
Interest expense											(9,533	)
Foreign exchange gain											1,387

Income before income taxes										$	268,089


Loss and loss expense ratio		42.5	%		13.7	%		47.0	%		37.4	%
Acquisition cost ratio		13.9	%		0.0	%		18.5	%		12.3	%
General and administrative expense ratio		24.5	%		28.3	%		11.8	%		20.6	%

Combined ratio		80.9	%		42.0	%		77.3	%		70.3	%

-28-


				International
Nine Months Ended September 30, 2011	U.S. Insurance			Insurance			Reinsurance			Total
Gross premiums written	$	611,562		$	399,530		$	511,892		$	1,522,984
Net premiums written		470,099			245,281			511,554			1,226,934
Net premiums earned		431,812			236,421			393,290			1,061,523
Other income		—			—			—			—
Net losses and loss expenses		(294,146	)		(186,932	)		(264,733	)		(745,811	)
Acquisition costs		(56,527	)		2,946			(67,152	)		(120,733	)
General and administrative expenses		(90,997	)		(62,939	)		(47,228	)		(201,164	)

Underwriting (loss) income		(9,858	)		(10,504	)		14,177			(6,185	)
Net investment income											150,459
Net realized investment losses											(21,555	)
Other income — termination fee											35,000
Net impairment charges recognized in earnings											—
Amortization and impairment of intangible assets											(2,300	)
Interest expense											(41,235	)
Foreign exchange loss											(3,708	)

Income before income taxes										$	110,476


Loss and loss expense ratio		68.1	%		79.1	%		67.3	%		70.3	%
Acquisition cost ratio		13.1	%		(1.2	%)		17.1	%		11.4	%
General and administrative expense ratio		21.1	%		26.6	%		12.0	%		19.0	%

Combined ratio		102.3	%		104.5	%		96.4	%		100.7	%


				International
Nine Months Ended September 30, 2010	U.S. Insurance			Insurance			Reinsurance			Total
Gross premiums written	$	532,980		$	389,881		$	453,594		$	1,376,455
Net premiums written		407,274			245,110			452,872			1,105,256
Net premiums earned		384,514			257,027			375,203			1,016,744
Other income		913			—			—			913
Net losses and loss expenses		(222,767	)		(133,069	)		(192,028	)		(547,864	)
Acquisition costs		(50,895	)		29			(69,775	)		(120,641	)
General and administrative expenses		(89,578	)		(67,321	)		(44,524	)		(201,423	)

Underwriting income		22,187			56,666			68,876			147,729
Net investment income											193,975
Net realized investment gains											289,350
Net impairment charges recognized in earnings											(168	)
Amortization and impairment of intangible assets											(2,675	)
Interest expense											(28,592	)
Foreign exchange loss											(248	)

Income before income taxes										$	599,371


Loss and loss expense ratio		57.9	%		51.8	%		51.2	%		53.9	%
Acquisition cost ratio		13.2	%		0.0	%		18.6	%		11.9	%
General and administrative expense ratio		23.3	%		26.2	%		11.9	%		19.8	%

Combined ratio		94.4	%		78.0	%		81.7	%		85.6	%

The following table shows an analysis of the Company’s net premiums written by geographic location of the Company’s subsidiaries. All inter-company premiums have been eliminated.

-29-


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011		2010
United States	$	201,475		$	184,223	$	680,049	$	622,483
Bermuda		81,868			88,386		353,651		347,287
Europe		34,403			24,293		126,942		115,003
Hong Kong		(476	)		1,045		7,735		6,658
Singapore		32,990			4,222		58,557		13,825

Total net premiums written	$	350,260		$	302,169	$	1,226,934	$	1,105,256

15. COMMITMENTS AND CONTINGENCIES

Insurance balances receivable primarily consist of net premiums due from insureds and reinsureds. The Company believes that the counterparties to these receivables are able to meet, and will meet, all of their obligations. Consequently, the Company has not included any allowance for doubtful accounts against the receivable balance. Of the $607,270 in insurance balances receivable as of September 30, 2011, $3,668 was past due over 90 days, which represented 0.6% of the total balance. Of the $529,927 in insurance balances receivable as of December 31, 2010, $2,658 was past due over 90 days, which represented 0.5% of the total balance.

16. OTHER INCOME

On September 15, 2011, the Company reached a mutual agreement with Transatlantic to terminate the previously announced merger agreement. Under the terms of the termination agreement, the Company received a termination fee of $35,000, which has been included within “Other income” on the consolidated income statements.

17. CONDENSED CONSOLIDATED GUARANTOR FINANCIAL STATEMENTS

The following tables present unaudited condensed consolidating financial information for Allied World Switzerland (the “Parent Guarantor”) and Allied World Bermuda (the “Subsidiary Issuer”). The Subsidiary Issuer is a direct 100%-owned subsidiary of the Parent Guarantor. Investments in subsidiaries are accounted for by the Parent Guarantor under the equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are reflected in the Parent Guarantor’s investment accounts and earnings. The Parent Guarantor fully and unconditionally guarantees the 5.50% Senior Notes and the 7.50% Senior Notes issued by Subsidiary Issuer.

-30-

Unaudited Condensed Consolidating Balance Sheet:


	Allied World			Allied World
	Switzerland			Bermuda			Other Allied					Allied World
	(Parent			(Subsidiary			World		Consolidating			Switzerland
As of September 30, 2011	Guarantor)			Issuer)			Subsidiaries		Adjustments			Consolidated
ASSETS:
Investments	$	—		$	—		$	7,540,759	$	—		$	7,540,759
Cash and cash equivalents		98,941			18,545			751,834		—			869,320
Insurance balances receivable		—			—			607,270		—			607,270
Prepaid reinsurance		—			—			218,514		—			218,514
Reinsurance recoverable		—			—			1,009,643		—			1,009,643
Net deferred acquisition costs		—			—			115,070		—			115,070
Goodwill		—			—			268,376		—			268,376
Intangible assets		—			—			54,576		—			54,576
Balances receivable on sale of investments		—			—			349,327		—			349,327
Investments in subsidiaries		2,935,337			3,767,463			—		(6,702,800	)		—
Due (to) from subsidiaries		(4,800	)		(6,886	)		11,686		—			—
Other assets		1,672			60,574			141,666		(53,620	)		150,292

Total assets	$	3,031,150		$	3,839,696		$	11,068,721	$	(6,756,420	)	$	11,183,147

LIABILITIES:
Reserve for losses and loss expenses	$	—		$	—		$	5,245,553	$	—		$	5,245,553
Unearned premiums		—			—			1,158,842		—			1,158,842
Reinsurance balances payable		—			—			95,463		—			95,463
Balances due on purchases of investments		—			—			754,451		—			754,451
Senior notes		—			797,885			—		—			797,885
Accounts payable and accrued liabilities		28,075			13,601			86,203		—			127,879

Total liabilities		28,075			811,486			7,340,512		—			8,180,073

Total shareholders’ equity		3,003,075			3,028,210			3,728,209		(6,756,420	)		3,003,074

Total liabilities and shareholders’ equity	$	3,031,150		$	3,839,696		$	11,068,721	$	(6,756,420	)	$	11,183,147

-31-


	Allied World			Allied World
	Switzerland			Bermuda			Other Allied					Allied World
	(Parent			(Subsidiary			World		Consolidating			Switzerland
As of December 31, 2010	Guarantor)			Issuer)			Subsidiaries		adjustments			Consolidated
ASSETS:
Investments	$	—		$	—		$	7,183,554	$	—		$	7,183,554
Cash and cash equivalents		138,488			125,663			492,844		—			756,995
Insurance balances receivable		—			—			529,927		—			529,927
Prepaid reinsurance		—			—			187,287		—			187,287
Reinsurance recoverable		—			—			927,588		—			927,588
Net deferred acquisition costs		—			—			96,803		—			96,803
Goodwill		—			—			268,376		—			268,376
Intangible assets		—			—			56,876		—			56,876
Balances receivable on sale of investments		—			—			188,408		—			188,408
Investments in subsidiaries		2,944,975			3,635,741			—		(6,580,716	)		—
Due (to) from subsidiaries		(7,143	)		(9,419	)		16,562		—			—
Other assets		—			8,801			223,016		—			231,817

Total assets	$	3,076,320		$	3,760,786		$	10,171,241	$	(6,580,716	)	$	10,427,631

LIABILITIES:
Reserve for losses and loss expenses	$	—		$	—		$	4,879,188	$	—		$	4,879,188
Unearned premiums		—			—			962,203		—			962,203
Reinsurance balances payable		—			—			99,732		—			99,732
Balances due on purchases of investments		—			—			506,978		—			506,978
Senior notes		—			797,700			—		—			797,700
Accounts payable and accrued liabilities		500			18,111			87,399		—			106,010

Total liabilities		500			815,811			6,535,500		—			7,351,811

Total shareholders’ equity		3,075,820			2,944,975			3,635,741		(6,580,716	)		3,075,820

Total liabilities and shareholders’ equity	$	3,076,320		$	3,760,786		$	10,171,241	$	(6,580,716	)	$	10,427,631

-32-

Unaudited Condensed Consolidating Income Statement:


	Allied World			Allied World
	Switzerland			Bermuda			Other Allied					Allied World
	(Parent			(Subsidiary			World			Consolidating		Switzerland
For the Three Months Ended September 30, 2011	Guarantor)			Issuer)			Subsidiaries			Adjustments		Consolidated
REVENUES:
Gross premiums written	$	—		$	—		$	442,698		$	—	$	442,698
Premiums ceded		—			—			(92,438	)		—		(92,438	)

Net premiums written		—			—			350,260			—		350,260
Change in unearned premiums		—			—			21,080			—		21,080

Net premiums earned		—			—			371,340			—		371,340
Net investment income		7			3			47,873			—		47,883
Net realized investment losses		—			—			(130,809	)		—		(130,809	)
Other income		35,000			—			—			—		35,000

		35,007			3			288,404			—		323,414

EXPENSES:
Net losses and loss expenses		—			—			205,546			—		205,546
Acquisition costs		—			—			39,680			—		39,680
General and administrative expenses		2,110			913			62,984			—		66,007
Amortization and impairment of intangible assets		—			—			767			—		767
Interest expense		—			13,748			—			—		13,748
Foreign exchange loss (gain)		(10	)		907			2,069			—		2,966
Income tax expense		2,730			—			2,942			—		5,672

		4,830			15,568			313,988			—		334,386

Income (loss) before equity in earnings of consolidated subsidiaries		30,177			(15,565	)		(25,584	)		—		(10,972	)
Equity in earnings of consolidated subsidiaries		(41,148	)		(26,615	)		—			67,763		—

NET (LOSS) INCOME	$	(10,971	)	$	(42,180	)	$	(25,584	)	$	67,763	$	(10,972	)

-33-


	Allied World		Allied World
	Switzerland		Bermuda			Other Allied						Allied World
	(Parent		(Subsidiary			World			Consolidating			Switzerland
For the Three Months Ended September 30, 2010	Guarantor)		Issuer)			Subsidiaries			Adjustments			Consolidated
REVENUES:
Gross premiums written	$	—	$	—		$	378,445		$	—		$	378,445
Premiums ceded		—		—			(76,276	)		—			(76,276	)

Net premiums written		—		—			302,169			—			302,169
Change in unearned premiums		—		—			37,327			—			37,327

Net premiums earned		—		—			339,496			—			339,496
Net investment income		—		22			59,457			—			59,479
Net realized investment gains (losses)		—		—			116,930			—			116,930
Net impairment charges recognized in earnings		—		—			—			—			—
Other income		—		—			—			—			—

		—		22			515,883			—			515,905

EXPENSES:
Net losses and loss expenses		—		—			126,988			—			126,988
Acquisition costs		—		—			41,919			—			41,919
General and administrative expenses		—		3,174			66,697			—			69,871
Amortization and impairment of intangible assets		—		—			892			—			892
Interest expense		—		9,533			—			—			9,533
Foreign exchange gain		—		(555	)		(832	)		—			(1,387	)
Income tax expense		—		—			13,569			—			13,569

		—		12,152			249,233			—			261,385

Income (loss) before equity in earnings of consolidated subsidiaries		—		(12,130	)		266,650			—			254,520
Equity in earnings of consolidated subsidiaries		—		266,650			—			(266,650	)		—

NET INCOME	$	—	$	254,520		$	266,650		$	(266,650	)	$	254,520

-34-


	Allied World			Allied World
	Switzerland			Bermuda			Other Allied						Allied World
	(Parent			(Subsidiary			World			Consolidating			Switzerland
For the Nine Months Ended September 30, 2011	Guarantor)			Issuer)			Subsidiaries			Adjustments			Consolidated
REVENUES:
Gross premiums written	$	—		$	—		$	1,522,984		$	—		$	1,522,984
Premiums ceded		—			—			(296,050	)		—			(296,050	)

Net premiums written		—			—			1,226,934			—			1,226,934
Change in unearned premiums		—			—			(165,411	)		—			(165,411	)

Net premiums earned		—			—			1,061,523			—			1,061,523
Net investment income		51			25			150,383			—			150,459
Net realized investment losses		—			—			(21,555	)		—			(21,555	)
Net impairment charges recognized in earnings		—			—			—			—			—
Other income		35,000			—			—			—			35,000

		35,051			25			1,190,351			—			1,225,427

EXPENSES:
Net losses and loss expenses		—			—			745,811			—			745,811
Acquisition costs		—			—			120,733			—			120,733
General and administrative expenses		7,919			5,141			188,104			—			201,164
Amortization and impairment of intangible assets		—			—			2,300			—			2,300
Interest expense		—			41,235			—			—			41,235
Foreign exchange loss (gain)		(11	)		1,131			2,588			—			3,708
Income tax expense		2,730			—			16,298			—			19,028

		10,638			47,507			1,075,834			—			1,133,979

Income (loss) before equity in earnings of consolidated subsidiaries		24,413			(47,482	)		114,517			—			91,448
Equity in earnings of consolidated subsidiaries		67,035			114,243			—			(181,278	)		—

NET INCOME	$	91,448		$	66,761		$	114,517		$	(181,278	)	$	91,448

-35-


	Allied World		Allied World
	Switzerland		Bermuda			Other Allied						Allied World
	(Parent		(Subsidiary			World			Consolidating			Switzerland
For the Nine Months Ended September 30, 2010	Guarantor)		Issuer)			Subsidiaries			Adjustments			Consolidated
REVENUES:
Gross premiums written	$	—	$	—		$	1,376,455		$	—		$	1,376,455
Premiums ceded		—		—			(271,199	)		—			(271,199	)

Net premiums written		—		—			1,105,256			—			1,105,256
Change in unearned premiums		—		—			(88,512	)		—			(88,512	)

Net premiums earned		—		—			1,016,744			—			1,016,744
Net investment income		—		43			193,932			—			193,975
Net realized investment (losses) gains		—		(3,958	)		293,308			—			289,350
Net impairment charges recognized in earnings		—		—			(168	)		—			(168	)
Other income		—		—			913			—			913

		—		(3,915	)		1,504,729			—			1,500,814

EXPENSES:
Net losses and loss expenses		—		—			547,864			—			547,864
Acquisition costs		—		—			120,641			—			120,641
General and administrative expenses		—		9,825			191,598			—			201,423
Amortization and impairment of intangible assets		—		—			2,675			—			2,675
Interest expense		—		28,592			—			—			28,592
Foreign exchange loss (gain)		—		(555	)		803			—			248
Income tax expense		—		—			27,152			—			27,152

		—		37,862			890,733			—			928,595

Income (loss) before equity in earnings of consolidated subsidiaries		—		(41,777	)		613,996			—			572,219
Equity in earnings of consolidated subsidiaries		—		613,996			—			(613,996	)		—

NET INCOME	$	—	$	572,219		$	613,996		$	(613,996	)	$	572,219

-36-

Unaudited Condensed Consolidating Cash Flows:


	Allied World			Allied World
	Switzerland			Bermuda			Other Allied						Allied World
	(Parent			(Subsidiary			World			Consolidating			Switzerland
For the Nine Months Ended September 30, 2011	Guarantor)			Issuer)			Subsidiaries			Adjustments			Consolidated
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income	$	91,448		$	66,761		$	114,517		$	(181,278	)	$	91,448
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of consolidated subsidiaries		(67,035	)		(114,243	)		—			181,278			—
Stock compensation expense		650			—			16,267			—			16,917
Amortization of discount on senior notes		—			185			—			—			185
Other assets		(1,673	)		(871	)		(180,114	)		—			(182,658	)
Accounts payable and accrued liabilities		10,928			740			559,880			—			571,548
Interest payable		—			(5,250	)		—			—			(5,250	)

Net cash provided by (used in) operating activities		34,318			(52,678	)		510,550			—			492,190

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed maturity investments — available for sale		—			—			(727	)		—			(727	)
Purchase of fixed maturity investments — trading		—			—			(5,209,039	)		—			(5,209,039	)
Purchases of equity securities and other invested assets		—			—			(611,930	)		—			(611,930	)
Sales of fixed maturity investments — available for sale		—			—			627,392			—			627,392
Sales of fixed maturity investments — trading		—			—			4,772,552			—			4,772,552
Sale of equity securities and other invested assets		—			—			109,157			—			109,157
Other		(4,496	)		—			59,824			—			55,328

Net cash used in investing activities		(4,496	)		—			(252,771	)		—			(257,267	)

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Partial par value reduction		(14,295	)		—			—			—			(14,295	)
Proceeds from the exercise of stock options		5,317			—			—			—			5,317
Share repurchase		(60,000	)		—			—			—			(60,000	)
Repurchase of founder warrants		—			(53,620	)		—			—			(53,620	)
Other		(391	)		(820	)		1,211			—			—

Net cash (used in) provided by financing activities		(69,369	)		(54,440	)		1,211			—			(122,598	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(39,547	)		(107,118	)		258,990			—			112,325
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		138,488			125,663			492,844			—			756,995

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	98,941		$	18,545		$	751,834		$	—		$	869,320

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	Allied World		Allied World
	Switzerland		Bermuda			Other Allied						Allied World
	(Parent		(Subsidiary			World			Consolidating			Switzerland
For the Nine Months Ended September 30, 2010	Guarantor)		Issuer)			Subsidiaries			Adjustments			Consolidated
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income	$	—	$	572,219		$	613,996		$	(613,996	)	$	572,219
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of consolidated subsidiaries		—		(613,996	)		—			613,996			—
Dividends received from subsidiaries		—		540,000			—			(540,000	)		—
Stock compensation expense		—		428			24,749			—			25,177
Amortization of discount on senior notes		—		98			—			—			98
Other assets		—		(443	)		(361,840	)		—			(362,283	)
Accounts payable and accrued liabilities		—		(16,615	)		190,959			—			174,344
Interest payable		—		9,375			—			—			9,375

Net cash provided by (used in) operating activities		—		491,066			467,864			(540,000	)		418,930

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed maturity investments — available for sale		—		—			(138,918	)		—			(138,918	)
Purchase of fixed maturity investments — trading		—		—			(8,739,173	)		—			(8,739,173	)
Purchases of equity securities and other invested assets		—		—			(261,178	)		—			(261,178	)
Sales of fixed maturity investments - available for sale		—		—			2,057,431			—			2,057,431
Sales of fixed maturity investments — trading		—		—			7,583,380			—			7,583,380
Sale of equity securities and other invested assets		—		—			8,579			—			8,579
Other		—		(2,097	)		(288,307	)		—			(290,404	)

Net cash used in investing activities		—		(2,097	)		221,814			—			219,717

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
Dividends paid		—		(28,774	)		(540,000	)		540,000			(28,774	)
Proceeds from the exercise of stock options		—		7,053			—			—			7,053
Stock repurchase		—		(415,009	)		—			—			(415,009	)
Other		—		(32,819	)		—			—			(32,819	)

Net cash (used in) provided by financing activities		—		(469,549	)		(540,000	)		540,000			(469,549	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—		19,420			149,678			—			169,098
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—		53,849			238,339			—			292,188

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—	$	73,269		$	388,017		$	—		$	461,286

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. References in this Form 10-Q to the terms “we,” “us,” “our,” “the company” or other similar terms mean the consolidated operations of Allied World Assurance Company Holdings, AG, a Swiss holding company, and our consolidated subsidiaries, unless the context requires otherwise. References in this Form 10-Q to the term “Allied World Switzerland” or “Holdings” means only Allied World Assurance Company Holdings, AG. References to “Allied World Bermuda” means only Allied World Assurance Company Holdings, Ltd, a Bermuda holding company. References to “our insurance subsidiaries” may include our reinsurance subsidiaries. References in this Form 10-Q to $ are to the lawful currency of the United States and to CHF are to the lawful currency of Switzerland. References in this Form 10-Q to Holdings’ “common shares” means its registered voting shares and non-voting participation certificates.

Note on Forward-Looking Statement

This Form 10-Q and other publicly available documents may include, and our officers and representatives may from time to time make, projections concerning financial information and statements concerning future economic performance and events, plans and objectives relating to management, operations, products and services, and assumptions underlying these projections and statements. These projections and statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These projections and statements may address, among other things, our strategy for growth, product development, financial results and reserves. Actual results and financial condition may differ, possibly materially, from these projections and statements and therefore you should not place undue reliance on them. Factors that could cause our actual results to differ, possibly materially, from those in the specific projections and statements are discussed throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in “Risk Factors” in Item 1A. of Part I of our 2010 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2011 (the “2010 Form 10-K”). We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.

Overview

Our Business

We write a diversified portfolio of property and casualty insurance and reinsurance internationally through our subsidiaries and branches based in Bermuda, Europe, Hong Kong, Singapore and the United States as well as our Lloyd’s Syndicate 2232. We manage our business through three operating segments: U.S. insurance, international insurance and reinsurance. As of September 30, 2011, we had approximately $11.2 billion of total assets, $3.0 billion of total shareholders’ equity and $3.8 billion of total capital, which includes shareholders’ equity and senior notes.

During the three months ended September 30, 2011, we experienced rate increases on property lines which had experienced significant loss activity on a year-to-date basis. We also continued to see rate improvement on our general casualty line of business while rates continued to decline in some of our other casualty lines. We believe the premium rate decreases are generally due to increased competition and excess capacity over the past several years. Despite the challenging pricing environment, we believe that there are opportunities where certain products have adequate premium rates and that the expanded breadth of our operations allows us to target those classes of business. Given these trends, we continue to be selective in the insurance policies and reinsurance contracts we underwrite. Our consolidated gross premiums written increased by $64.3 million, or 17.0%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010, and our net income decreased by $265.5 million, or 104.3%, to a net loss of $11.0 million for the same three-month period primarily as a result of a negative total return from our investment portfolio of 1.1%, as well as losses of $27.0 million related to Hurricane Irene in the United States, and additional losses of $6.5 million developing from storms earlier in the year. Our consolidated gross premiums written increased by $146.6 million, or 10.7%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, and our net income decreased by $480.7 million, or 84.0%, to $91.5 million for the same nine-month period. The decrease in net income for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to lower total return from investments and higher net losses and loss expenses from property catastrophe losses of $158.2 million in the Asia-Pacific region, $47.9 million from the Midwestern U.S. storms and $27.0 million from Hurricane Irene.

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Recent Developments

On September 15, 2011, we reached a mutual agreement with Transatlantic Holdings, Inc. (“Transatlantic”) to terminate our previously announced merger agreement. Under the terms of the termination agreement, we received a termination fee of $35.0 million plus a $13.3 million partial reimbursement for merger-related expenses, $2.6 million of which were incurred during the three months ended June 30, 2011. Transatlantic will also be obligated to pay us an additional $66.7 million if they enter into an agreement providing for a competing transaction, recommend or submit a competing transaction to their shareholders for adoption, or a transaction with respect to a competing transaction is consummated within 12 months of the termination.

Financial Highlights


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	($ in millions except share, per share and percentage data)
Gross premiums written	$	442.7		$	378.4		$	1,523.0		$	1,376.4
Net (loss) income		(11.0	)		254.5			91.5			572.2
Operating income		86.2			143.5			89.0			300.5
Basic earnings per share:
Net (loss) income	$	(0.29	)	$	5.59		$	2.40		$	11.78
Operating income	$	2.26		$	3.15		$	2.34		$	6.19
Diluted earnings per share:
Net (loss) income	$	(0.29)	*	$	5.21		$	2.30		$	11.03
Operating income	$	2.19		$	2.94		$	2.24		$	5.79
Weighted average common shares outstanding:
Basic		38,110,368			45,544,060			38,078,116			48,580,541
Diluted		39,340,711	*		48,839,991			39,759,780			51,887,390
Basic book value per common share	$	78.73		$	78.81		$	78.73		$	78.81
Diluted book value per common share	$	75.82		$	72.40		$	75.82		$	72.40
Annualized return on average equity (ROAE), net (loss) income		(1.5	%)		31.0	%		4.1	%		24.2	%
Annualized ROAE, operating income		11.5	%		17.5	%		4.0	%		12.7	%


*		Diluted weighted average common shares outstanding were only used in the calculation of diluted operating income per share. There were no common share equivalents included in calculating diluted earnings per share as there was a net loss and any additional shares would prove to be anti-dilutive.

Non-GAAP Financial Measures

In presenting the company’s results, management has included and discussed certain non-GAAP financial measures, as such term is defined in Item 10(e) of Regulation S-K promulgated by the SEC. Management believes that these non-GAAP measures, which may be defined differently by other companies, better explain the company’s results of operations in a manner that allows for a more complete understanding of the underlying trends in the company’s business. However, these measures should not be viewed as a substitute for those determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Operating income & operating income per share

Operating income is an internal performance measure used in the management of our operations and represents after-tax operational results excluding, as applicable, net realized investment gains or losses, net impairment charges recognized in earnings, net foreign exchange gain or loss, impairment of intangible assets and other non-recurring items. We exclude net realized investment gains or losses, net impairment charges recognized in earnings, net foreign exchange gain or loss and any other non-recurring items from our calculation of operating income because these amounts are heavily influenced by and fluctuate in part according to the availability of market opportunities and other factors. We exclude impairment of intangible assets as these are non-recurring charges. We have excluded from our operating income the $35.0 million termination fee received resulting from our previously announced

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merger agreement with Transatlantic as this is a non-recurring item. In addition to presenting net income determined in accordance with U.S. GAAP, we believe that showing operating income enables investors, analysts, rating agencies and other users of our financial information to more easily analyze our results of operations and our underlying business performance. Operating income should not be viewed as a substitute for U.S. GAAP net income. The following is a reconciliation of operating income to its most closely related U.S. GAAP measure, net income.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
				($ in millions except per share data)
Net (loss) income	$	(11.0	)	$	254.5		$	91.5		$	572.2
Add after tax effect of:
Net realized investment losses (gains)		126.5			(109.6	)		26.1			(272.0	)
Net impairment charges recognized in earnings		—			—			—			0.1
Other income — termination fee		(32.3	)		—			(32.3	)		—
Foreign exchange loss (gain)		3.0			(1.4	)		3.7			0.2

Operating income	$	86.2		$	143.5		$	89.0		$	300.5

Basic per share data:
Net (loss) income	$	(0.29	)	$	5.59		$	2.40		$	11.78
Add after tax effect of:
Net realized investment losses (gains)		3.32			(2.41	)		0.69			(5.60	)
Net impairment charges recognized in earnings		—			—			—			—
Other income — termination fee		(0.85	)					(0.85	)
Foreign exchange loss (gain)		0.08			(0.03	)		0.10			0.01

Operating income	$	2.26		$	3.15		$	2.34		$	6.19

Diluted per share data:
Net (loss) income	$	(0.29)	*	$	5.21		$	2.30		$	11.03
Add after tax effect of:
Net realized investment losses (gains)		3.21			(2.24	)		0.66			(5.24	)
Net impairment charges recognized in earnings		—			—			—			—
Other income — termination fee		(0.82	)					(0.81	)
Foreign exchange loss (gain)		0.09			(0.03	)		0.09			—

Operating income	$	2.19		$	2.94		$	2.24		$	5.79


*		Diluted weighted average common shares outstanding were only used in the calculation of diluted operating income per share. There were no common share equivalents included in calculating diluted earnings per share as there was a net loss and any additional shares would prove to be anti-dilutive.

Diluted book value per share

We have included diluted book value per share because it takes into account the effect of dilutive securities; therefore, we believe it is an important measure of calculating shareholder returns.

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	As of September 30,
	2011			2010
	($ in millions except share and per
	share data)
Price per share at period end	$	53.71		$	56.59
Total shareholders’ equity	$	3,003.1		$	3,341.3
Basic common shares outstanding		38,145,557			42,394,576
Add:
Unvested restricted share units		256,672			580,706
Performance based equity awards		898,014			1,409,984
Employee share purchase plan		1,215			—
Dilutive options/warrants outstanding		1,107,305			4,563,380
Weighted average exercise price per share	$	38.80		$	34.69
Deduct:
Options bought back via treasury method		(799,914	)		(2,797,512	)

Common shares and common share equivalents outstanding		39,608,849			46,151,134

Basic book value per common share	$	78.73		$	78.81
Diluted book value per common share	$	75.82		$	72.40

Annualized return on average equity

Annualized return on average shareholders’ equity (“ROAE”) is calculated using average equity, excluding the average after tax unrealized gains or losses on investments. We present ROAE as a measure that is commonly recognized as a standard of performance by investors, analysts, rating agencies and other users of our financial information.

Annualized operating return on average shareholders’ equity is calculated using operating income and average shareholders’ equity, excluding the average after tax unrealized gains or losses on investments.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
				($ in millions except percentage data)
Opening shareholders’ equity	$	3,044.4		$	3,468.5		$	3,075.8		$	3,213.3
Deduct: accumulated other comprehensive income		(23.1	)		(138.3	)		(57.1	)		(149.8	)

Adjusted opening shareholders’ equity	$	3,021.3		$	3,330.2		$	3,018.7		$	3,063.5
Closing shareholders’ equity	$	3,003.1		$	3,341.3		$	3,003.1		$	3,341.3
Deduct: accumulated other comprehensive income		(17.8	)		(111.8	)		(17.8	)		(111.8	)

Adjusted closing shareholders’ equity	$	2,985.3		$	3,229.5		$	2,985.3		$	3,229.5

Average shareholders’ equity	$	3,003.3		$	3,279.9		$	3,002.0		$	3,146.5
Net (loss) income available to shareholders	$	(11.0	)	$	254.5		$	91.5		$	572.2
Annualized return on average shareholders’ equity — net (loss) income available to shareholders		(1.5	%)		31.0	%		4.1	%		24.2	%

Operating income available to shareholders	$	86.2		$	143.5		$	89.0		$	300.5
Annualized return on average shareholders’ equity — operating income available to shareholders		11.5	%		17.5	%		4.0	%		12.7	%

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Relevant Factors

Revenues

We derive our revenues primarily from premiums on our insurance policies and reinsurance contracts, net of any reinsurance or retrocessional coverage purchased. Insurance and reinsurance premiums are a function of the amounts and types of policies and contracts we write, as well as prevailing market prices. Our prices are determined before our ultimate costs, which may extend far into the future, are known. In addition, our revenues include income generated from our investment portfolio, consisting of net investment income and net realized investment gains or losses. Investment income is principally derived from interest and dividends earned on investments, partially offset by investment management expenses and fees paid to our custodian bank. Net realized investment gains or losses include gains or losses from the sale of investments, as well as the change in the fair value of investments that we mark-to-market through net income.

Expenses

Our expenses consist largely of net losses and loss expenses, acquisition costs and general and administrative expenses. Net losses and loss expenses incurred are comprised of three main components:

	•		losses paid, which are actual cash payments to insureds and reinsureds, net of recoveries from reinsurers;

	•		outstanding loss or case reserves, which represent management’s best estimate of the likely settlement amount for known claims, less the portion that can be recovered from reinsurers; and

	•		reserves for losses incurred but not reported, or “IBNR”, which are reserves (in addition to case reserves) established by us that we believe are needed for the future settlement of claims. The portion recoverable from reinsurers is deducted from the gross estimated loss.

Acquisition costs are comprised of commissions, brokerage fees and insurance taxes. Commissions and brokerage fees are usually calculated as a percentage of premiums and depend on the market and line of business. Acquisition costs are reported after (1) deducting commissions received on ceded reinsurance, (2) deducting the part of acquisition costs relating to unearned premiums and (3) including the amortization of previously deferred acquisition costs.

General and administrative expenses include personnel expenses including stock-based compensation expense, rent expense, professional fees, information technology costs and other general operating expenses.

Ratios

Management measures results for each segment on the basis of the “loss and loss expense ratio,” “acquisition cost ratio,” “general and administrative expense ratio,” “expense ratio” and the “combined ratio.” Because we do not manage our assets by segment, investment income, interest expense and total assets are not allocated to individual reportable segments. General and administrative expenses are allocated to segments based on various factors, including staff count and each segment’s proportional share of gross premiums written. The loss and loss expense ratio is derived by dividing net losses and loss expenses by net premiums earned. The acquisition cost ratio is derived by dividing acquisition costs by net premiums earned. The general and administrative expense ratio is derived by dividing general and administrative expenses by net premiums earned. The expense ratio is the sum of the acquisition cost ratio and the general and administrative expense ratio. The combined ratio is the sum of the loss and loss expense ratio, the acquisition cost ratio and the general and administrative expense ratio.

Critical Accounting Policies

It is important to understand our accounting policies in order to understand our financial position and results of operations. Our unaudited condensed consolidated financial statements reflect determinations that are inherently subjective in nature and require management to make assumptions and best estimates to determine the reported values. If events or other factors cause actual results to differ materially from management’s underlying assumptions or estimates, there could be a material adverse effect on our financial condition or results of operations. We believe that some of the more critical judgments in the areas of accounting estimates and assumptions that affect our financial condition and results of operations are related to reserves for losses and loss expenses, reinsurance recoverables, premiums and acquisition costs, valuation of financial instruments and goodwill and other intangible asset

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impairment valuation. For a detailed discussion of our critical accounting policies please refer to our 2010 Form 10-K. There were no material changes in the application of our critical accounting estimates subsequent to that report.

Results of Operations

The following table sets forth our selected consolidated statement of operations data for each of the periods indicated.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
				($ in millions)
Gross premiums written	$	442.7		$	378.4		$	1,523.0		$	1,376.4

Net premiums written	$	350.3		$	302.2		$	1,226.9		$	1,105.2

Net premiums earned		371.3			339.5			1,061.5			1,016.7
Net investment income		47.9			59.5			150.5			194.0
Net realized investment (losses) gains		(130.8	)		116.9			(21.6	)		289.4
Net impairment charges recognized in earnings		—			—			—			(0.2	)
Other income		35.0			—			35.0			0.9

	$	323.4		$	515.9		$	1,225.4		$	1,500.8

Net losses and loss expenses	$	205.5		$	127.0		$	745.8		$	547.9
Acquisition costs		39.7			41.9			120.7			120.6
General and administrative expenses		66.0			69.9			201.2			201.4
Amortization and impairment of intangible assets		0.8			0.9			2.3			2.7
Interest expense		13.7			9.5			41.2			28.6
Foreign exchange loss (gain)		3.0			(1.4	)		3.7			0.2

	$	328.7		$	247.8		$	1,114.9		$	901.4

(Loss) Income before income taxes	$	(5.3	)	$	268.1		$	110.5		$	599.4
Income tax expense		5.7			13.6			19.0			27.2

Net (loss) income	$	(11.0	)	$	254.5		$	91.5		$	572.2

Ratios
Loss and loss expense ratio		55.4	%		37.4	%		70.3	%		53.9	%
Acquisition cost ratio		10.7	%		12.3	%		11.4	%		11.9	%
General and administrative expense ratio		17.8	%		20.6	%		19.0	%		19.8	%
Expense ratio		28.5	%		32.9	%		30.4	%		31.7	%
Combined ratio		83.9	%		70.3	%		100.7	%		85.6	%

Comparison of Three Months Ended September 30, 2011 and 2010

Premiums

Gross premiums written increased by $64.3 million, or 17.0%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The overall increase in gross premiums written was primarily the result of the following:

	•		Gross premiums written in our U.S. insurance segment increased by $20.3 million, or 11.2%. The increase in gross premiums written was primarily due to increased new business, including new products, specifically in our general casualty and inland marine lines of business. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

	•		Gross premiums written in our international insurance segment increased by $8.7 million, or 8.6%, primarily as a result of increased premiums in our general casualty and professional lines of business and new business including new products. These gains were partially offset by the continued trend of the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

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•

Gross premiums written in our reinsurance segment increased by $35.3 million, or 36.7%. The increase in gross premiums written was primarily due to the continued build-out of our international platform, primarily through our Lloyd’s syndicate and increased new business, including gross premiums written by our new global marine and specialty division. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions).

The table below illustrates our gross premiums written by geographic location for each of the periods indicated.


	Three Months Ended
	September 30,				Dollar		Percentage
	2011		2010		Change		Change
	($ in millions)
United States	$	245.7	$	225.0	$	20.7		9.2	%
Bermuda		113.7		113.2		0.5		0.4
Europe		47.6		34.2		13.4		39.2
Singapore		33.2		4.2		29.0		690.5
Hong Kong		2.5		1.8		0.7		38.9

	$	442.7	$	378.4	$	64.3		17.0	%

Net premiums written increased by $48.1 million, or 15.9%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase in net premiums written was due to the increase in gross premiums written. The difference between gross and net premiums written is the cost to us of purchasing reinsurance coverage, including the cost of property catastrophe reinsurance coverage. We ceded 20.9% of gross premiums written for the three months ended September 30, 2011 compared to 20.2% for the same period in 2010.

Net premiums earned increased by $31.8 million, or 9.4%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010 as a result of higher net premiums earned for the U.S. insurance and reinsurance segments. This is driven primarily by premium growth of our U.S. and reinsurance operations.

We evaluate our business by segment, distinguishing between U.S. insurance, international insurance and reinsurance. The following chart illustrates the mix of our business on both a gross premiums written and net premiums earned basis.


	Gross						Net
	Premiums						Premiums
	Written						Earned
	Three Months Ended September 30,
	2011			2010			2011			2010
U.S. insurance		45.5	%		47.9	%		40.5	%		38.2	%
International insurance		24.8	%		26.6	%		21.6	%		23.7	%
Reinsurance		29.7	%		25.5	%		37.9	%		38.1	%

Total		100.0	%		100.0	%		100.0	%		100.0	%

Net Investment Income

Net investment income decreased by $11.6 million, or 19.5%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The decrease was due to lower yields on our fixed maturity investments as well as an increased allocation to equity securities and other invested assets that contribute to our total return but carry little or no current yield. The annualized period book yield of the investment portfolio for the three months ended September 30, 2011 and 2010 was 2.4% and 2.9%, respectively, and the financial statement total return of our investment portfolio was negative 1.1% for the three months ended September 30, 2011. Investment management expenses of $3.6 million and $2.3 million were incurred during the three months ended September 30, 2011 and 2010, respectively. The increase in investment management expenses was primarily due to the increase in the size of our investment portfolio, as well as expenses from higher expense asset classes (equities).

As of September 30, 2011, approximately 93.9% of our fixed income investments consisted of investment grade securities. As of September 30, 2011, the average credit rating of our fixed income portfolio was AA- as rated by Standard & Poor’s and Aa3 as rated by Moody’s. As of December 31, 2010, average credit rating of our fixed income portfolio was AA as rated by Standard & Poor’s and Aa2 as rated by Moody’s. The average duration of fixed maturity investments and cash and cash equivalents was approximately 2.1 years as of September 30, 2011 and 2.5 years as of September 30, 2010.

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Realized Investment Gains/Losses and Net Impairment Charges Recognized in Earnings

During the three months ended September 30, 2011, we recognized $130.8 million in net realized investment losses compared to net realized investment gains of $116.9 million during the three months ended September 30, 2010. During the three months ended September 30, 2011 and 2010, we did not recognize any net impairment charges. Net realized investment losses of $130.8 million for the three months ended September 30, 2011 were comprised of the following:

	•		Net realized investment gains of $8.4 million primarily from the sale of fixed maturity securities partially offset by realized losses on interest rate futures.

	•		Net realized investment losses of $139.2 million related to mark-to-market adjustments.

The major contributions to the mark-to-market losses are shown below. In the fixed income portfolio, spread widening more than offset the decline in U.S. Treasury rates, causing lower prices on much of the fixed income portfolio.


	Mark-to-Market Adjustments
	for the Three Months Ended
	September 30, 2011
	($ in millions)
Fixed maturity investments accounted for as trading securities	$	46.1
Other invested assets and equity securities		75.5
Interest rate futures and foreign exchange forwards		17.6

Total	$	139.2

Although representing only 11.6% of our portfolio, the other invested assets and equity portfolios collectively generated mark-to-market losses of $75.5 million, as equity markets, represented by the S&P 500, were down 14.0% during the quarter.

The change in stock market valuations and fixed income credit spreads are primarily attributable to two major events in the capital markets: the credit downgrade of the U.S. Treasury and related securities in early August; and the continued economic and political turmoil surrounding European sovereign and bank credit risk. The combination of these two events, including multiple downgrades of sovereign credits, caused investors to seek safe havens in specific sovereign bonds (U.S., Switzerland, Germany and Japan). The sale of stocks and corporate bonds, coupled with less favorable than expected economic data increased concerns about an additional “double dip” recession in the United States and throughout Europe.

Net realized investment gains of $116.9 million for the three months ended September 30, 2010 were primarily comprised of the following:

	•		Net realized investment gains of $32.6 million from the sale of securities.

	•		Net realized investment gains of $84.3 million primarily related to the mark-to-market adjustments for our other invested assets, equity securities and fixed maturity investments that are accounted for as trading securities.

Other Income

The other income of $35.0 million for the three months ended September 30, 2011 represented a termination fee from our previously announced merger agreement with Transatlantic. There was no other income for the three months ended September 30, 2010.

Net Losses and Loss Expenses

Net losses and loss expenses increased by $78.5 million, or 61.8%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase in net losses and loss expenses was due to lower net favorable prior year reserve development during the three months ended September 30, 2011 and higher catastrophe loss activity. We recognized estimated losses from catastrophes of $33.5 million, which included $27.0 million related to Hurricane Irene in the United States in the third quarter of 2011, unfavorable reserve development of $5.0 million from storms in the Midwestern United States, and $1.5 million

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related to the Australian storms occurring in the first quarter of 2011. During the three months ended September 30, 2010, we recognized estimated losses of $12.0 million related to the earthquake in New Zealand.

We recorded net favorable reserve development related to prior years of $61.6 million and $101.4 million during the three months ended September 30, 2011 and 2010, respectively. The following table shows the net favorable reserve development of $61.6 million by loss year for each of our segments for the three months ended September 30, 2011. In the table, a negative number represents net favorable reserve development and a positive number represents net unfavorable reserve development.


	Loss Reserve Development by Loss Year
	For the Three Months Ended September 30, 2011
	2002			2003			2004			2005			2006			2007			2008			2009			2010			Total
													($ in millions)
U.S. insurance	$	(0.1	)	$	(0.7	)	$	(1.1	)	$	(6.8	)	$	(1.8	)	$	(4.4	)	$	(2.7	)	$	(2.0	)	$	(2.3	)	$	(21.9	)
International insurance		(0.2	)		9.2			(3.6	)		(4.8	)		(11.3	)		(8.1	)		(6.8	)		(0.5	)		6.2			(19.9	)
Reinsurance		0.3			(0.4	)		(3.1	)		(4.6	)		(3.1	)		(9.7	)		0.3			(0.1	)		0.6			(19.8	)

	$	—		$	8.1		$	(7.8	)	$	(16.2	)	$	(16.2	)	$	(22.2	)	$	(9.2	)	$	(2.6	)	$	4.5		$	(61.6	)

The net favorable reserve development is a result of actual loss emergence being lower than anticipated. The unfavorable reserve development in our international insurance segment for the 2003 loss year was primarily due to a directors and officers claim within our professional liability line of business related to a securities fraud class action suit.

The following table shows the net favorable reserve development of $101.4 million by loss year for each of our segments for the three months ended September 30, 2010.


	Loss Reserve Development by Loss Year
	For the Three Months Ended September 30, 2010
	2002			2003			2004			2005			2006			2007			2008			2009			Total
													($ in millions)
U.S. insurance	$	(0.6	)	$	(0.8	)	$	(9.0	)	$	(7.5	)	$	(1.3	)	$	(1.6	)	$	(3.3	)	$	(1.4	)	$	(25.5	)
International insurance		1.9			(2.5	)		(6.2	)		(26.0	)		(12.3	)		(4.5	)		(11.1	)		(0.1	)		(60.8	)
Reinsurance		(0.5	)		(0.4	)		(0.1	)		(10.7	)		(5.7	)		(0.3	)		2.0			0.6			(15.1	)

	$	0.8		$	(3.7	)	$	(15.3	)	$	(44.2	)	$	(19.3	)	$	(6.4	)	$	(12.4	)	$	(0.9	)	$	(101.4	)

The loss and loss expense ratio for the three months ended September 30, 2011 was 55.4% compared to 37.4% for the three months ended September 30, 2010. Net favorable reserve development recognized during the three months ended September 30, 2011 reduced the loss and loss expense ratio by 16.6 percentage points. Thus, the loss and loss expense ratio related to the current loss year was 72.0%. Net favorable reserve development recognized during the three months ended September 30, 2010 reduced the loss and loss expense ratio by 29.9 percentage points. Thus, the loss and loss expense ratio related to that loss year was 67.3%. The increase in the loss and loss expense ratio for the current loss year was primarily due to the $33.5 million of losses from catastrophes recognized during the three months ended September 30, 2011, as previously discussed, which contributed 9.0 percentage points to the current period’s loss and loss expense ratio. In comparison, $20.6 million of large individual losses contributed 6.0 percentage points to the loss and loss expense ratio for the three months ended September 30, 2010.

The following table shows the components of the increase in net losses and loss expenses of $78.5 million for each of the periods indicated.


	Three Months Ended
	September 30,
	2011			2010			Dollar
	($ in millions)						Change
Net losses paid	$	194.5		$	173.2		$	21.3
Net change in reported case reserves		(10.4	)		(18.1	)		7.7
Net change in IBNR		21.4			(28.1	)		49.5

Net losses and loss expenses	$	205.5		$	127.0		$	78.5

The table below is a reconciliation of the beginning and ending reserves for losses and loss expenses. Losses incurred and paid are reflected net of reinsurance recoverables.

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	Three Months Ended
	September 30,
	2011			2010
	($ in millions)
Net reserves for losses and loss expenses, July 1	$	4,237.4		$	3,988.0
Incurred related to:
Current period non-catastrophe		233.6			228.4
Current period property catastrophe		33.5			—
Prior period non-catastrophe		(60.9	)		(96.1	)
Prior period property catastrophe		(0.7	)		(5.3	)

Total incurred	$	205.5		$	127.0
Paid related to:
Current period non-catastrophe		18.1			20.4
Current period property catastrophe		25.6			17.1
Prior period non-catastrophe		148.3			131.9
Prior period property catastrophe		2.5			3.8

Total paid	$	194.5		$	173.2
Foreign exchange revaluation		(12.5	)		8.0

Net reserve for losses and loss expenses, September 30		4,235.9			3,949.8
Losses and loss expenses recoverable		1,009.6			940.0

Reserve for losses and loss expenses, September 30	$	5,245.5		$	4,889.8

Acquisition Costs

Acquisition costs decreased by $2.2 million, or 5.3%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The decrease in acquisition costs was primarily due to a reduction in profit commissions of $4.8 million on our reinsurance business due to declining profitability resulting from increased loss activity in 2011. Acquisition costs as a percentage of net premiums earned were 10.7% for the three months ended September 30, 2011 compared to 12.3% for the same period in 2010.

General and Administrative Expenses

General and administrative expenses decreased by $3.9 million, or 5.6%, for the three months ended September 30, 2011 compared to the same period in 2010. The decrease in general and administrative expenses was primarily due to a decrease in performance-based incentive compensation expenses and the reimbursement of merger-related expenses by Transatlantic, some of which were incurred during the second quarter of 2011.

Our general and administrative expense ratio was 17.8% for the three months ended September 30, 2011, which was lower than the 20.6% for the three months ended September 30, 2010. The decrease was primarily due to the factors discussed above while net premiums earned increased.

Our expense ratio was 28.5% for the three months ended September 30, 2011 compared to 32.9% for the three months ended September 30, 2010 primarily due to the decrease in the general and administrative expense ratio.

Amortization and Impairment of Intangible Assets

The amortization and impairment of intangible assets decreased by $0.1 million, or 11.1%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The decrease was due to the non-compete covenants related to the acquisition of Darwin Professional Underwriters, Inc. (“Darwin”) being fully amortized during 2010. No impairment of intangible assets was recognized during the three months ended September 30, 2011 and 2010.

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Interest Expense

Interest expense increased by $4.2 million, or 44.2%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010, primarily as a result of additional interest expense on our 5.50% senior notes that were issued by Allied World Bermuda in November 2010.

Net (Loss) Income

Net loss for the three months ended September 30, 2011 was $11.0 million compared to net income of $254.5 million for the three months ended September 30, 2010. The decrease was primarily the result of net realized investment losses, higher net loss and loss expenses and lower net investment income partially offset by the receipt of the merger termination fee. Net loss for the three months ended September 30, 2011 included a net foreign exchange loss of $3.0 million and an income tax expense of $5.7 million. Net income for the three months ended September 30, 2010 included a net foreign exchange gain of $1.4 million and an income tax expense of $13.6 million.

Comparison of Nine Months Ended September 30, 2011 and 2010

Premiums

Gross premiums written increased by $146.6 million, or 10.7%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The overall increase in gross premiums written was primarily the result of the following:

	•		Gross premiums written in our U.S. insurance segment increased by $78.6 million, or 14.7%. The increase in gross premiums written was primarily due to increased new business, including new products, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

	•		Gross premiums written in our international insurance segment increased by $9.6 million, or 2.5%, due to increased premiums in our healthcare line and new business including new products. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

	•		Gross premiums written in our reinsurance segment increased by $58.3 million, or 12.9%. The increase in gross premiums written was primarily due to increased new business, including gross premiums written by our new global marine and specialty division and the continued build-out of our international platform. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions).

The table below illustrates our gross premiums written by geographic location for each of the periods indicated.


	Nine Months Ended
	September 30,				Dollar		Percentage
	2011		2010		Change		Change
	($ in millions)
United States	$	821.5	$	748.2	$	73.3		9.8	%
Bermuda		462.0		449.7		12.3		2.7
Europe		169.9		157.3		12.6		8.0
Singapore		58.8		13.8		45.0		326.1
Hong Kong		10.8		7.4		3.4		45.9

	$	1,523.0	$	1,376.4	$	146.6		10.7	%

Net premiums written increased by $121.7 million, or 11.0%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in net premiums written was primarily due to the increase in gross premiums written. Premiums ceded were reduced by $12.4 million due to the commutation of certain variable-rated reinsurance contracts that have swing-rated provisions. In commuting these swing-rated reinsurance contracts, we reduced certain premiums previously ceded and also reduced ceded IBNR by $11.5 million in accordance with the terms of the contracts. During the nine months ended September 30,

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2010, net premiums written included a $9.3 million reduction in premiums ceded for the commutation of certain variable-rated reinsurance contracts.

The difference between gross and net premiums written is the cost to us of purchasing reinsurance coverage, including the cost of property catastrophe reinsurance coverage. We ceded 19.4% of gross premiums written for the nine months ended September 30, 2011 compared to 19.7% for the same period in 2010. The decrease in the cession percentage was primarily due to the reduction of premiums ceded of $12.4 million during the nine months ended September 30, 2011 compared to $9.3 million during the nine months ended September 30, 2010 related to the commutation of certain swing-rated reinsurance contracts.

Net premiums earned increased by $44.8 million, or 4.4%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. This was primarily a result of higher net premiums earned for the U.S. insurance segment and our reinsurance segment, driven by premium growth. Additionally, the commutation of swing-rated reinsurance contracts during the nine months ended September 30, 2011 added $12.4 million to net premiums earned compared to $9.3 million during the nine months ended September 30, 2010.


	Gross						Net
	Premiums						Premiums
	Written						Earned
	Nine Months Ended September 30,
	2011			2010			2011			2010
U.S. insurance		40.2	%		38.7	%		40.7	%		37.8	%
International insurance		26.2	%		28.3	%		22.3	%		25.3	%
Reinsurance		33.6	%		33.0	%		37.0	%		36.9	%

Total		100.0	%		100.0	%		100.0	%		100.0	%

Net Investment Income

Net investment income decreased by $43.5 million, or 22.4%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The decrease was due to lower yields on our fixed maturity investments as well as an increased allocation to equity securities, other invested assets, which contribute to our total return but carry little or no current yield. We increased our equity and other invested assets by $526.2 million between September 30, 2010 and September 30, 2011. The annualized period book yield of the investment portfolio for the nine months ended September 30, 2011 and 2010 was 2.6% and 3.4%, respectively, and the financial statement total return of our investment portfolio was 1.1% for the nine months ended September 30, 2011. Investment management expenses of $10.2 million and $7.9 million were incurred during the nine months ended September 30, 2011 and 2010, respectively. The increase in investment management expenses was primarily due to the increase in the size of our investment portfolio, as well as expenses from higher expense asset classes (equities).

Realized Investment Gains/Losses and Net Impairment Charges Recognized in Earnings

During the nine months ended September 30, 2011, we recognized $21.6 million in net realized investment losses compared to net realized investment gains of $289.4 million during the nine months ended September 30, 2010. During the nine months ended September 30, 2011, we did not recognize any net impairment charges compared to $0.2 million during the nine months ended September 30, 2010. Net realized investment losses of $21.6 million for the nine months ended September 30, 2011 were comprised of the following:

	•		Net realized investment gains of $40.3 million primarily from the sale of fixed maturity securities due to the rebalancing of our portfolio.

	•		Net realized investment losses of $61.9 million related to mark-to-market adjustments.

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	Mark-to-Market Adjustments
	for the Nine Months Ended
	September 30, 2011
	($ in millions)
Fixed maturity investments accounted for as trading securities	$	0.8
Other invested assets and equity securities		48.9
Interest rate futures and foreign exchange forwards		12.2

Total	$	61.9

Net realized investment gains of $289.4 million for the nine months ended September 30, 2010 were comprised primarily of the following:

	•		Net realized investment gains of $149.7 million from the sale of securities.

	•		Net realized investment gains of $143.7 million primarily related to the mark-to-market adjustments for our other invested assets, equity securities and fixed maturity investments that are accounted for as trading securities.

	•		Net realized investment loss of $4.0 million related to a U.S. treasury yield hedge transaction.

Other Income

The other income of $35.0 million for the nine months ended September 30, 2011 represented a termination fee from our previously announced merger agreement with Transatlantic.

The other income of $0.9 million for the nine months ended September 30, 2010 represented fee income from our program administrator operations and our wholesale brokerage operations. We sold our wholesale brokerage operations during the third quarter of 2010.

Net Losses and Loss Expenses

Net losses and loss expenses increased by $197.9 million, or 36.1%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in net losses and loss expenses was due to higher catastrophe loss activity in the current period totaling $233.1 million, which included estimated net losses and loss expenses incurred of $89.5 million for the Tohoku earthquake and tsunami, $51.2 million for the New Zealand earthquake, $47.9 million for the Midwestern U.S. storms, $27.0 million for Hurricane Irene and $17.5 million for the Australian storms. During the nine months ended September 30, 2010, we incurred $142.4 million of net losses and loss expenses related to a number of earthquakes, explosions and weather-related events. We also recognized lower net favorable prior year reserve development for the nine months ended September 30, 2011 compared to September 30, 2010.

We recorded net favorable reserve development related to prior years of $161.1 million and $239.4 million during the nine months ended September 30, 2011 and 2010, respectively. The $161.1 million of net favorable reserve development excludes the impact of the commutation of swing-rated reinsurance contracts of $11.5 million. The following table shows the net favorable reserve development of $161.1 million by loss year for each of our segments for the nine months ended September 30, 2011. In the table, a negative number represents net favorable reserve development and a positive number represents net unfavorable reserve development.


	Loss Reserve Development by Loss Year
	For the Nine Months Ended September 30, 2011
	2002			2003			2004			2005			2006			2007			2008			2009			2010			Total
													($ in millions)
U.S. insurance	$	(0.2	)	$	(2.2	)	$	(4.5	)	$	(19.5	)	$	22.0		$	(6.5	)	$	(3.5	)	$	(2.3	)	$	6.8		$	(9.9	)
International insurance		1.0			5.2			(4.6	)		(28.3	)		(25.6	)		(29.9	)		3.4			(7.8	)		26.1			(60.5	)
Reinsurance		(0.3	)		(3.3	)		(7.0	)		(29.3	)		(15.4	)		(16.8	)		(2.7	)		(9.6	)		(6.3	)		(90.7	)

	$	0.5		$	(0.3	)	$	(16.1	)	$	(77.1	)	$	(19.0	)	$	(53.2	)	$	(2.8	)	$	(19.7	)	$	26.6		$	(161.1	)

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The net favorable reserve development is a result of actual loss emergence being lower than anticipated. The unfavorable reserve development of $22.0 million in our U.S. insurance segment for the 2006 loss year was primarily due to directors and officers claims within our professional liability line of business related to a class action suit filed against a number of private equity firms alleging collusion.

The unfavorable reserve development in our international insurance segment for the 2003 loss year was primarily due to a directors and officers claim within our professional liability line of business related to a securities fraud class action suit. The unfavorable reserve development in our international insurance segment for the 2010 loss year was primarily due to a casualty claim emanating from an oil field service risk.

The following table shows the net favorable reserve development of $239.4 million by loss year for each of our segments for the nine months ended September 30, 2010. The $239.4 million of net favorable reserve development excludes the impact of the commutation of swing-rated reinsurance contracts of $8.9 million.


	Loss Reserve Development by Loss Year
	For the Nine Months Ended September 30, 2010
	2002			2003			2004			2005			2006			2007			2008			2009			Total
	($ in millions)
U.S. insurance	$	(1.1	)	$	(2.5	)	$	(23.4	)	$	(20.0	)	$	(3.7	)	$	0.6		$	0.6		$	(0.6	)	$	(50.1	)
International insurance		4.5			(9.3	)		(21.0	)		(69.9	)		(23.6	)		(12.0	)		(14.4	)		4.2			(141.5	)
Reinsurance		(1.0	)		(1.5	)		(10.0	)		(18.7	)		(6.8	)		(2.5	)		(0.2	)		(7.1	)		(47.8	)

	$	2.4		$	(13.3	)	$	(54.4	)	$	(108.6	)	$	(34.1	)	$	(13.9	)	$	(14.0	)	$	(3.5	)	$	(239.4	)

The loss and loss expense ratio for the nine months ended September 30, 2011 was 70.3% compared to 53.9% for the nine months ended September 30, 2010. Net favorable reserve development recognized and the impact of the commutation adjustment during the nine months ended September 30, 2011 reduced the loss and loss expense ratio by 15.3 percentage points. Thus, the loss and loss expense ratio related to the current loss year was 85.6%. Net favorable reserve development recognized and the impact of the commutation during the nine months ended September 30, 2010 reduced the loss and loss expense ratio by 23.5 percentage points. Thus, the loss and loss expense ratio related to that loss year was 77.4%. The increase in the loss and loss expense ratio for the current loss year was primarily due to the $233.1 million of losses from global catastrophes during the nine months ended September 30, 2011, as previously discussed, which contributed 22.0 percentage points to the current period’s loss and loss expense ratio.

The following table shows the components of the increase in net losses and loss expenses of $197.9 million for each of the periods indicated.


	Nine Months Ended
	September 30,				Dollar
	2011		2010		Change
	($ in millions)
Net losses paid	$	459.3	$	438.6	$	20.7
Net change in reported case reserves		218.4		60.3		158.1
Net change in IBNR		68.1		49.0		19.1

Net losses and loss expenses	$	745.8	$	547.9	$	197.9

The table below is a reconciliation of the beginning and ending reserves for losses and loss expenses. Losses incurred and paid are reflected net of reinsurance recoverables.

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	Nine Months Ended
	September 30,
	2011			2010
	($ in millions)
Net reserves for losses and loss expenses, January 1	$	3,951.6		$	3,841.8
Incurred related to:
Commutation of variable-rated reinsurance contracts		11.5			8.9
Current period non-catastrophe		662.3			713.4
Current period property catastrophe		233.1			65.0
Prior period non-catastrophe		(152.7	)		(229.5	)
Prior period property catastrophe		(8.4	)		(9.9	)

Total incurred	$	745.8		$	547.9
Paid related to:
Current period non-catastrophe		29.2			34.5
Current period property catastrophe		35.8			36.4
Prior period non-catastrophe		375.4			348.7
Prior period property catastrophe		18.9			19.0

Total paid	$	459.3		$	438.6
Foreign exchange revaluation		(2.2	)		(1.3	)

Net reserve for losses and loss expenses, September 30		4,235.9			3,949.8
Losses and loss expenses recoverable		1,009.6			940.0

Reserve for losses and loss expenses, September 30	$	5,245.5		$	4,889.8

Acquisition Costs

Acquisition costs increased by $0.1 million, or 0.1%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in acquisition costs was primarily due to the increase in net premiums earned. Acquisition costs as a percentage of net premiums earned were 11.4% for the nine months ended September 30, 2011 compared to 11.9% for the same period in 2010.

General and Administrative Expenses

General and administrative expenses decreased by $0.2 million, or 0.1%, for the nine months ended September 30, 2011 compared to the same period in 2010. The decrease in general and administrative expenses was primarily due to a decrease in performance-based incentive compensation expenses.

Our general and administrative expense ratio was 19.0% for the nine months ended September 30, 2011, which was lower than the 19.8% for the nine months ended September 30, 2010. The decrease was primarily due to the decrease in performance-based incentive compensation expenses as well as our expense management while net premiums earned increased.

Our expense ratio was 30.4% for the nine months ended September 30, 2011 compared to 31.7% for the nine months ended September 30, 2010 primarily due to a decrease in the general and administrative expense ratio.

Amortization and Impairment of Intangible Assets

The amortization and impairment of intangible assets decreased $0.4 million, or 14.8%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The decrease was due to the non-compete covenants related to the acquisition of Darwin being fully amortized during 2010. No impairment of intangible assets was recognized during the nine months ended September 30, 2011 and September 30, 2010, respectively.

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Interest Expense

Interest expense increased $12.6 million, or 44.1%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 primarily as a result of additional interest expense on our 5.50% senior notes that were issued by Allied World Bermuda in November 2010.

Net Income

Net income for the nine months ended September 30, 2011 was $91.5 million compared to $572.2 million for the nine months ended September 30, 2010. The decrease was primarily the result of net realized investment losses, higher net loss and loss expenses, and lower net investment income. Net income for the nine months ended September 30, 2011 included a net foreign exchange loss of $3.7 million and an income tax expense of $19.0 million. Net income for the nine months ended September 30, 2010 included a net foreign exchange loss of $0.2 million and an income tax expense of $27.2 million.

Underwriting Results by Operating Segments

Our company is organized into three operating segments:

U.S. Insurance Segment. The U.S. insurance segment includes our direct specialty insurance operations in the United States. This segment provides both direct property and specialty casualty insurance primarily to non-Fortune 1000 North American domiciled accounts.

International Insurance Segment. The international insurance segment includes our direct insurance operations in Bermuda, Europe, Singapore and Hong Kong. This segment provides both direct property and casualty insurance primarily to Fortune 1000 North American domiciled accounts and mid-sized to large non-North American domiciled accounts.

Reinsurance Segment. Our reinsurance segment has operations in Bermuda, Europe, Singapore and the United States. This segment includes the reinsurance of property, general casualty, professional liability, specialty lines and property catastrophe coverages written by insurance companies. We presently write reinsurance on both a treaty and a facultative basis, targeting several niche reinsurance markets.

U.S. Insurance Segment

The following table summarizes the underwriting results and associated ratios for the U.S. insurance segment for each of the periods indicated.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	($ in millions)
Revenues
Gross premiums written	$	201.5		$	181.2		$	611.6		$	533.0
Net premiums written		157.3			140.5			470.1			407.3
Net premiums earned		150.5			129.6			431.8			384.5
Other income		—			—			—			0.9
Expenses
Net losses and loss expenses	$	85.7		$	55.1		$	294.2		$	222.8
Acquisition costs		19.5			18.1			56.5			50.9
General and administrative expenses		29.0			31.8			91.0			89.6
Underwriting income (loss)		16.3			24.6			(9.9	)		22.1
Ratios
Loss and loss expense ratio		57.0	%		42.5	%		68.1	%		57.9	%
Acquisition cost ratio		13.0	%		13.9	%		13.1	%		13.2	%
General and administrative expense ratio		19.2	%		24.5	%		21.1	%		23.3	%
Expense ratio		32.2	%		38.4	%		34.2	%		36.5	%
Combined ratio		89.2	%		80.9	%		102.3	%		94.4	%

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Comparison of Three Months Ended September 30, 2011 and 2010

Premiums. Gross premiums written increased by $20.3 million, or 11.2%, for the three months ended September 30, 2011 compared to the same period in 2010. The increase in gross premiums written was primarily due to new business from existing products and $15.1 million in premiums from new products, specifically in our general casualty and inland marine lines of business, where we believe profitable underwriting opportunities exist. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

The table below illustrates our gross premiums written by line of business for each of the periods indicated.


	Three Months Ended
	September 30,				Dollar			Percentage
	2011		2010		Change			Change
	($ in millions)
Professional liability	$	57.0	$	52.3	$	4.7			9.0	%
General casualty		54.6		41.5		13.1			31.6
Healthcare		42.1		38.9		3.2			8.2
Programs		26.6		30.9		(4.3	)		(13.9	)
General Property		14.9		13.3		1.6			12.0
Other*		6.3		4.3		2.0			46.5

	$	201.5	$	181.2	$	20.3			11.2	%


*		Includes our inland marine and environmental lines of business

Net premiums written increased by $16.8 million, or 12.0%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase in net premiums written was primarily due to higher gross premiums written. We ceded 21.9% of gross premiums written for the three months ended September 30, 2011 compared to 22.5% for the same period in 2010.

Net premiums earned increased by $20.9 million, or 16.1%, for the three months ended September 30, 2011 compared to the same period in 2010 primarily due to the growth of our U.S. insurance operations during 2010 and 2011.

Net losses and loss expenses. Net losses and loss expenses increased by $30.6 million, or 55.5%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase in net losses and loss expenses was primarily due to the growth of the U.S. insurance operations and lower net favorable reserve development recognized. We recognized estimated losses from catastrophes of $3.5 million, which included $2.2 million for Hurricane Irene and additional losses of $1.3 million from storms earlier in the year.

Overall, our U.S. insurance segment recorded net favorable reserve development of $21.9 million during the three months ended September 30, 2011 compared to net favorable reserve development of $25.5 million for the three months ended September 30, 2010, as shown in the tables below. In the tables, a negative number represents net favorable reserve development and a positive number represents net unfavorable reserve development.


	Loss Reserve Development by Loss Year
	For the Three Months Ended September 30, 2011
	2002			2003			2004			2005			2006			2007			2008			2009			2010			Total
	($ in millions)
Professional liability	$	—		$	(0.1	)	$	(0.1	)	$	(0.6	)	$	(0.4	)	$	(2.3	)	$	(0.5	)	$	(1.3	)	$	—		$	(5.3	)
Healthcare		(0.1	)		(0.4	)		(0.5	)		(0.2	)		(1.1	)		(0.5	)		(1.6	)		—			(1.0	)		(5.4	)
General casualty		—			(0.2	)		(0.3	)		(5.8	)		—			1.0			—			—			0.4			(4.9	)
General property		—			—			(0.2	)		0.1			—			(1.1	)		—			(0.6	)		(1.8	)		(3.6	)
Programs		—			—			—			(0.3	)		(0.3	)		(1.5	)		(0.6	)		(0.1	)		0.1			(2.7	)

	$	(0.1	)	$	(0.7	)	$	(1.1	)	$	(6.8	)	$	(1.8	)	$	(4.4	)	$	(2.7	)	$	(2.0	)	$	(2.3	)	$	(21.9	)

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	Loss Reserve Development by Loss Year
	For the Three Months Ended September 30, 2010
	2002			2003			2004			2005			2006			2007			2008			2009			Total
										($ in millions)
Professional liability	$	—		$	—		$	(0.1	)	$	(3.6	)	$	(1.7	)	$	(0.1	)	$	(1.4	)	$	0.2		$	(6.7	)
Healthcare		(0.3	)		(0.4	)		(1.6	)		(2.8	)		0.4			(1.3	)		(2.1	)		(0.5	)		(8.6	)
General casualty		(0.3	)		(0.3	)		(7.2	)		(1.0	)		—			—			—			—			(8.8	)
General property		—			(0.1	)		(0.1	)		(0.1	)		—			(0.1	)		0.2			—			(0.2	)
Programs		—			—			—			—			—			(0.1	)		—			(1.1	)		(1.2	)

	$	(0.6	)	$	(0.8	)	$	(9.0	)	$	(7.5	)	$	(1.3	)	$	(1.6	)	$	(3.3	)	$	(1.4	)	$	(25.5	)

The loss and loss expense ratio for the three months ended September 30, 2011 was 57.0% compared to 42.5% for the three months ended September 30, 2010. Net favorable reserve development recognized during the three months ended September 30, 2011 decreased the loss and loss expense ratio by 14.5 percentage points. Thus, the loss and loss expense ratio for the current loss year was 71.5%. In comparison, net favorable reserve development during the three months ended September 30, 2010 decreased the loss and loss expense ratio by 19.7 percentage points. Thus, the loss and loss expense ratio for that loss year was 62.2%. The increase in the loss and loss expense ratio for the current loss period was primarily due to $3.5 million of losses from catastrophes and $3.7 million for an environmental loss recognized during the three months ended September 30, 2011, which combined contributed 4.8 percentage points to the current period’s loss and loss expense ratio. There were no comparable events occurring during the three months ended September 30, 2010.

The table below is a reconciliation of the beginning and ending reserves for losses and loss expenses. Losses incurred and paid are reflected net of reinsurance recoverables.


	Three Months Ended
	September 30,
	2011			2010
	($ in millions)
Net reserves for losses and loss expenses, July 1	$	1,158.6		$	1,005.7
Incurred related to:
Current period non-catastrophe		104.1			80.6
Current period property catastrophe		3.5			—
Prior period non-catastrophe		(21.7	)		(25.8	)
Prior period property catastrophe		(0.2	)		0.3

Total incurred	$	85.7		$	55.1
Paid related to:
Current period non-catastrophe		10.5			7.7
Current period property catastrophe		0.8			—
Prior period non-catastrophe		32.3			49.9
Prior period property catastrophe		0.2			1.1

Total paid	$	43.8		$	58.7
Net reserve for losses and loss expenses, September 30		1,200.5			1,002.1
Losses and loss expenses recoverable		435.0			380.1

Reserve for losses and loss expenses, September 30	$	1,635.5		$	1,382.2

Acquisition costs. Acquisition costs increased by $1.4 million, or 7.7%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The increase was primarily caused by increased net premiums earned. The acquisition cost ratio decreased to 13.0% for the three months ended September 30, 2011 from 13.9% for the same period in 2010.

General and administrative expenses. General and administrative expenses decreased by $2.8 million, or 8.8%, for the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The decrease in general and administrative expenses was primarily due to a decrease in performance-based incentive compensation expenses. The decrease in the general and administrative expense ratio from 24.5% for the three months ended September 30, 2010 to 19.2% for the same period in 2011 was primarily a result of our expense management, the decrease in performance-based incentive compensation expenses and increased net premiums earned.

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Comparison of Nine Months Ended September 30, 2011 and 2010

Premiums. Gross premiums written increased by $78.6 million, or 14.7%, for the nine months ended September 30, 2011 compared to the same period in 2010. The increase in gross premiums written was primarily due to new business from existing products and higher volume from new products, specifically in our general casualty, environmental and inland marine lines of business, where we believe profitable underwriting opportunities exist. These gains were partially offset by the non-renewal of business that did not meet our underwriting requirements (which included inadequate pricing and/or terms and conditions) and increased competition.

The table below illustrates our gross premiums written by line of business for each of the periods indicated.


	Nine months ended
	September 30,				Dollar			Percentage
	2011		2010		Change			Change
	($ in millions)
Professional liability	$	170.8	$	149.0	$	21.8			14.6	%
General casualty		152.1		108.0		44.1			40.8
Healthcare		137.7		127.5		10.2			8.0
Programs		66.8		81.9		(15.1	)		(18.4	)
General Property		61.4		59.9		1.5			2.5
Other*		22.8		6.7		16.1			240.3

	$	611.6	$	533.0	$	78.6			14.7	%


*		Includes our inland marine and environmental lines of business

Net premiums written increased by $62.8 million, or 15.4%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in net premiums written was primarily due to higher gross premiums written and the commutation of certain variable-rated reinsurance contracts that have swing-rated provisions of $12.4 million. In commuting these swing-rated reinsurance contracts, we reduced certain premiums previously ceded and also reduced ceded losses by $11.5 million in accordance with the terms of the contracts. The net impact of the commutation was a net gain of $0.9 million. For the nine months ended September 30, 2010, the commutation of certain variable-rated reinsurance contracts reduced premiums ceded by $9.3 million. We ceded 23.1% of gross premiums written for the nine months ended September 30, 2011 compared to 23.6% for the same period in 2010. The decrease in the ceded premium ratio was primarily due to the commutation of certain variable-rated reinsurance contracts with swing-rated provisions of $12.4 million during the nine months ended September 30, 2011 compared to $9.3 million during the nine months ended September 30, 2010.

Net premiums earned increased $47.3 million, or 12.3%, for the nine months ended September 30, 2011 compared to the same period in 2010 primarily due to the growth of our U.S. insurance operations during 2010 and 2011. Additionally, the commutation of swing-rated reinsurance contracts during the nine months ended September 30, 2011 added $12.4 million to net premiums earned compared to $9.3 million during the nine months ended September 30, 2010.

Net losses and loss expenses. Net losses and loss expenses increased by $71.4 million, or 32.0%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in net losses and loss expenses was primarily due to the growth of the U.S. insurance operations, lower prior year net favorable reserve development and unfavorable prior year reserve development in the 2006 loss year related to directors and officers claims within our professional liability line of business concerning a class action suit filed against a number of private equity firms alleging collusion. We recognized estimated losses from catastrophes of $8.5 million, which included $6.3 million developing from events earlier in the year and $2.2 million from Hurricane Irene.

Overall, our U.S. insurance segment recorded net favorable reserve development of $9.9 million during the nine months ended September 30, 2011 compared to net favorable reserve development of $50.1 million for the nine months ended September 30, 2010, as shown in the tables below. The $9.9 million of net favorable reserve development recorded during the nine months ended September 30, 2011 excludes the impact of the commutation of swing-rated reinsurance contracts of $11.5 million. The $50.1 million of net favorable reserve development recorded during the nine months ended September 30, 2010 excludes the impact of the commutation of swing-rated reinsurance contracts of $8.9 million. In the tables, a negative number represents net favorable reserve development and a positive number represents net unfavorable reserve development.

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	Loss Reserve Development by Loss Year
	For the Nine Months Ended September 30, 2011
	2002			2003			2004			2005			2006			2007			2008			2009			2010			Total
	($ in millions)
Professional liability	$	—		$	(0.1	)	$	(0.2	)	$	(1.9	)	$	23.7		$	(4.6	)	$	—		$	(4.1	)	$	7.0		$	19.8
Healthcare		(0.3	)		(1.4	)		(2.3	)		0.1			(1.4	)		0.2			(3.3	)		1.2			(1.9	)		(9.1	)
General casualty		0.1			(0.7	)		(1.6	)		(16.9	)		—			1.0			—			0.1			0.4			(17.6	)
General property		—			—			(0.4	)		(0.6	)		—			(1.1	)		(0.4	)		(0.6	)		(0.3	)		(3.4	)
Programs		—			—			—			(0.2	)		(0.3	)		(2.0	)		0.2			1.1			1.6			0.4

	$	(0.2	)	$	(2.2	)	$	(4.5	)	$	(19.5	)	$	22.0		$	(6.5	)	$	(3.5	)	$	(2.3	)	$	6.8		$	(9.9	)