10-Q 1 file1.htm 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

/x/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the period ended March 31, 2007, or

/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-31599

ENDURANCE SPECIALTY HOLDINGS LTD.

(Exact Name of Registrant as Specified in Its Charter)


Bermuda
(State or other jurisdiction
of incorporation or organization)
98-0392908
(I.R.S. Employer Identification No.)
Wellesley House
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(Address of principal executive offices,
including postal code)

Registrant’s Telephone Number, Including Area Code: (441) 278-0400

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes / X /     No / /

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer / X / Accelerated filer / / Non-accelerated filer / /

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes / /     No / X /

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Description of Class   Common Shares Outstanding
as of May 4, 2007
Ordinary Shares – $1.00 par value   65,943,545

    




INDEX


    Page
Part I. FINANCIAL INFORMATION  
Item 1. Unaudited Condensed Consolidated Financial Statements  
  Condensed Consolidated Balance Sheets at March 31, 2007 (Unaudited) and December 31, 2006 2
  Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2007 and 2006 3
  Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2007 and 2006 4
  Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 5
  Notes to the Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results
    of Operations
15
Item 4. Controls and Procedures 33
Part II. OTHER INFORMATION  
Item 1. Legal Proceedings 34
Item 1A. Risk Factors 34
Item 2. Changes in Securities and Issuer Purchases of Equity Securities 34
Item 3. Defaults Upon Senior Securities 34
Item 4. Submission of Matters to a Vote of Security Holders 34
Item 5. Other Information 34
Item 6. Exhibits 35
SIGNATURES 36

1




ENDURANCE SPECIALTY HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of United States dollars except share amounts)


  MARCH 31, 2007 DECEMBER 31, 2006
  (UNAUDITED)  
ASSETS    
Investments    
Fixed maturity investments, available for sale at fair value
(amortized cost: $4,870,673 and $4,749,819 at March 31, 2007 and December 31, 2006)
$ 4,838,405 $ 4,714,204
Investments in other ventures, under equity method 267,721 253,068
Total investments 5,106,126 4,967,272
Cash and cash equivalents 518,800 547,772
Premiums receivable, net 808,064 660,570
Deferred acquisition costs 186,374 168,809
Securities lending collateral 217,698 226,762
Prepaid reinsurance premiums 92,722 105,058
Losses recoverable 55,579 44,244
Accrued investment income 36,792 40,692
Intangible assets 69,415 70,366
Deferred tax asset 61,385 54,019
Other assets 37,508 39,990
Total assets $ 7,190,463 $ 6,925,554
LIABILITIES    
Reserve for losses and loss expenses $ 2,790,183 $ 2,701,686
Reserve for unearned premiums 987,748 843,202
Deposit liabilities 155,380 161,024
Reinsurance balances payable 147,745 172,328
Securities lending payable 217,698 226,762
Debt 447,192 447,172
Other liabilities 77,971 75,506
Total liabilities 4,823,917 4,627,680
SHAREHOLDERS’ EQUITY    
Preferred shares    
Series A, non-cumulative – 8,000,000 issued and outstanding (2006 – 8,000,000) 8,000 8,000
Common shares    
Ordinary – $1.00 par value, 65,967,559 issued and outstanding (2006 – 66,480,381) 65,968 66,480
Additional paid-in capital 1,431,623 1,458,063
Accumulated other comprehensive loss (131 )  (14,465 ) 
Retained earnings 861,086 779,796
Total shareholders’ equity 2,366,546 2,297,874
Total liabilities and shareholders’ equity $ 7,190,463 $ 6,925,554

See accompanying notes to unaudited condensed consolidated financial statements.

2




ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(In thousands of United States dollars, except share and per share amounts)


  THREE MONTHS ENDED MARCH 31,
  2007 2006
Revenues    
Gross premiums written $ 573,291 $ 571,381
Ceded premiums written (39,626 )  (28,372 ) 
Net premiums written 533,665 543,009
Change in unearned premiums (156,620 )  (122,803 ) 
Net premiums earned (includes $Nil and $15,206 from related parties for the three months ended March 31, 2007 and 2006, respectively) 377,045 420,206
Net investment income 74,813 61,544
Net realized losses on investments (2,084 )  (3,330 ) 
Other underwriting (loss) income (5,936 )  3,501
Total revenues 443,838 481,921
Expenses    
Losses and loss expenses (includes $Nil and $9,177 payable to related parties for the three months ended March 31, 2007 and 2006, respectively) 210,594 238,732
Acquisition expenses (includes $Nil and $4,702 payable to related parties for the three months ended March 31, 2007 and 2006, respectively) 67,530 75,248
General and administrative expenses 48,829 43,891
Amortization of intangibles 1,127 1,158
Net foreign exchange losses (gains) 2,613 (2,886 ) 
Interest expense 7,529 7,526
Total expenses 338,222 363,669
Income before income taxes 105,616 118,252
Income tax expense (3,781 )  (11,216 ) 
Net income 101,835 107,036
Preferred dividends (3,875 )  (3,875 ) 
Net income available to common shareholders $ 97,960 $ 103,161
Comprehensive income    
Net income $ 101,835 $ 107,036
Other comprehensive income (loss)    
Net unrealized holding gains (losses) on investments arising during the period (net of applicable deferred income taxes in 2007 – ($1,251) and 2006 – $3,759) 12,039 (39,947 ) 
Foreign currency translation adjustments 189 452
Reclassification adjustment for net realized losses included in net income 2,084 3,330
Reclassification adjustment for net losses on derivative designated as cash flow hedge included in net income 22 22
Other comprehensive income (loss) 14,334 (36,143 ) 
Comprehensive income $ 116,169 $ 70,893
Per share data    
Weighted average number of common and common equivalent shares outstanding:    
Basic 66,612,980 66,445,049
Diluted 72,073,063 71,294,548
Basic earnings per common share $ 1.47 $ 1.55
Diluted earnings per common share $ 1.36 $ 1.45

See accompanying notes to unaudited condensed consolidated financial statements.

3




ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
(In thousands of United States dollars)


  THREE MONTHS ENDED MARCH 31,
  2007 2006
Preferred shares    
Balance, beginning and end of period $ 8,000 $ 8,000
Common shares    
Balance, beginning of period 66,480 66,139
Issuance of common shares 348 117
Repurchase of common shares (860 ) 
Balance, end of period 65,968 66,256
Additional paid-in capital    
Balance, beginning of period 1,458,063 1,453,722
Issuance of common shares 3,290 620
Repurchase of common shares (29,212 ) 
Issuance of restricted share units in lieu of dividends 106 247
Public offering and registration costs (18 )  (43 ) 
Settlement of equity awards (1,950 )  (1,832 ) 
Stock-based compensation expense 1,344 2,128
Balance, end of period 1,431,623 1,454,842
Accumulated other comprehensive loss    
Cumulative foreign currency translation adjustments:    
Balance, beginning of period 28,852 23,842
Foreign currency translation adjustments 189 452
Balance, end of period 29,041 24,294
Unrealized holding losses on investments:    
Balance, beginning of period (40,841 )  (40,948 ) 
Net unrealized holding losses arising during the period, net of reclassification adjustment 14,123 (36,617 ) 
Balance, end of period (26,718 )  (77,565 ) 
Accumulated derivative loss on cash flow hedging instruments:    
Balance, beginning of period (2,476 )  (2,566 ) 
Net change from current period hedging transactions, net of reclassification adjustment 22 22
Balance, end of period (2,454 )  (2,544 ) 
Total accumulated other comprehensive loss (131 )  (55,815 ) 
Retained earnings    
Balance, beginning of period 779,796 364,354
Net income 101,835 107,036
Issuance of restricted share units in lieu of dividends (106 )  (247 ) 
Dividends on preferred shares (3,875 )  (3,875 ) 
Dividends on common shares (16,564 )  (16,563 ) 
Balance, end of period 861,086 450,705
Total shareholders’ equity $ 2,366,546 $ 1,923,988

See accompanying notes to unaudited condensed consolidated financial statements.

4




ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of United States dollars)


  THREE MONTHS ENDED MARCH 31,
  2007 2006
Cash flows provided by operating activities:    
Net income $ 101,835 $ 107,036
Adjustments to reconcile net income to net cash provided by operating activities    
Amortization of net premium on investments 1,823 4,659
Depreciation and amortization of other intangibles 3,823 3,584
Net realized losses on investments 2,084 3,330
Deferred taxes (7,366 )  7,615
Stock-based compensation expense 1,344 2,128
Equity in earnings of investments in other ventures (12,153 )  (9,332 ) 
Premiums receivable, net (147,494 )  (222,899 ) 
Deferred acquisition costs (17,565 )  (11,766 ) 
Losses recoverable (11,335 )  (9,194 ) 
Prepaid reinsurance premiums 12,336 (12,485 ) 
Accrued investment income 3,900 (3 ) 
Other assets 297 7,599
Reserve for losses and loss expenses 88,497 85,396
Reserve for unearned premiums 144,546 135,536
Deposit liabilities (5,644 )  58,895
Reinsurance balances payable (23,399 )  24,805
Other liabilities (12,772 )  (60 ) 
Net cash provided by operating activities 122,757 174,844
Cash flows used in investing activities:    
Proceeds from sales of fixed maturity investments 556,711 450,320
Proceeds from maturities and calls on fixed maturity investments 153,817 122,061
Purchases of fixed maturity investments (807,490 )  (604,318 ) 
Purchase of investments in other ventures, under equity method (2,500 )  (13,000 ) 
Purchases of fixed assets (2,082 )  (4,711 ) 
Change in securities lending collateral received 9,064 (30,989 ) 
Net cash paid for subsidiary acquisition (1,359 )  (7,971 ) 
Other (952 )  (2,908 ) 
Net cash used in investing activities (94,791 )  (91,516 ) 
Cash flows (used in) provided by financing activities:    
Issuance of common shares 3,638 712
Settlement of equity awards (1,950 )  (1,832 ) 
Offering and registration costs paid (18 )  (43 ) 
Change in securities lending collateral (9,064 )  30,989
Repurchase of common shares (30,072 ) 
Dividends paid (20,439 )  (20,438 ) 
Net cash (used in) provided by financing activities (57,905 )  9,388
Effect of exchange rate changes on cash and cash equivalents 967 1,329
Net (decrease) increase in cash and cash equivalents (28,972 )  94,045
Cash and cash equivalents, beginning of period 547,772 468,015
Cash and cash equivalents, end of period $ 518,800 $ 562,060
Supplemental cash flow information    
Net taxes (paid) recovered $ (45 )  $ 4,322
Interest paid $ 8,750 $ 8,750

See accompanying notes to unaudited condensed consolidated financial statements.

5




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

1.  General

Endurance Specialty Holdings Ltd. (‘‘Endurance Holdings’’) was organized as a Bermuda holding company on June 27, 2002. Endurance Holdings underwrites specialty lines of insurance and reinsurance on a global basis primarily through its five wholly-owned operating subsidiaries: Endurance Specialty Insurance Ltd. (‘‘Endurance Bermuda’’), based in Bermuda; Endurance Worldwide Insurance Limited, based in London, England; Endurance Reinsurance Corporation of America, based in New York; Endurance American Insurance Company, based in New York; and Endurance American Specialty Insurance Company, based in New York. Endurance Holdings and its wholly owned subsidiaries are collectively referred to herein as the ‘‘Company.’’

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results for the three month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. The unaudited condensed consolidated financial statements include the accounts of Endurance Holdings and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated on consolidation. Management is required to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying disclosures. Actual results could differ from those estimates. Among other matters, significant estimates and assumptions are used to record premiums written and ceded, and to record reserves for losses and loss expenses and contingencies. Estimates and assumptions are periodically reviewed and the effects of revisions are recorded in the consolidated financial statements in the period that they are determined to be necessary.

The balance sheet at December 31, 2006 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2006 contained in Endurance Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the ‘‘2006 Annual Report on Form 10-K’’).

Certain reclassifications have been made for 2006 to conform to the 2007 presentation and have no impact on net income previously reported.

2.  Significant events

Credit Facility.    On May 8, 2007, Endurance Holdings amended its existing credit facility among Endurance Holdings, various designated subsidiary borrowers, various lending institutions and JPMorgan Chase Bank, N.A. as Administrative Agent to, among other changes, increase the size of the facility to $1,175 million from $925 million and to extend the maturity of the facility to May 8, 2012. As amended, the credit facility is referred to as the ‘‘2007 Credit Facility.’’

The full amount of the 2007 Credit Facility is available for revolving credit borrowings and for the issuance of letters of credit. The proceeds of the facility may be used for general corporate and working capital purposes, to finance potential acquisitions and for the repurchase of Endurance Holdings’ outstanding publicly or privately issued securities. So long as the Company is not in default

6




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

2. Significant events, cont’d.

under the terms of the facility, the Company may request that the size of the facility be increased by $500 million, provided that no participating lender is obligated to increase its commitments under the facility.

Up to $675 million of borrowings or letter of credit issuances under the 2007 Credit Facility may be secured by a portion of the investment portfolio of such subsidiary borrowing under the facility to the extent of such subsidiary’s borrowing. The facility allows for the issuance of up to $200 million in multicurrency letters of credit and up to $300 million of fronted letters of credit, that may also be multicurrency letters of credit. Endurance Holdings guarantees the obligations of those of its subsidiaries that are parties to the 2007 Credit Facility.

The interest rate for revolving loans under the 2007 Credit Facility is either (i) the higher of (a) the Federal Funds Effective Rate plus 0.5% and (b) the prime commercial lending rate of JPMorgan Chase Bank or (ii) LIBOR. For letters of credit issued on a secured basis, the Company is required to pay a fee ranging from 0.165% to 0.29% on the daily stated amount of such letters of credit. For letters of credit issued on an unsecured basis, the Company is required to pay a fee ranging from 0.275% to 0.375% on the daily stated amount of such letters of credit. In addition, the 2007 Credit Facility requires the Company to pay to the lenders a facility fee and a utilization fee.

The 2007 Credit Facility requires the Company’s compliance with certain customary restrictive covenants. These include certain financial covenants, such as maintaining a leverage ratio (no greater than 0.35:1.00 at any time) and a consolidated tangible net worth (no less than $1.4 billion at any time). In addition, each of the Company’s regulated insurance subsidiaries that has a claims paying rating from A.M. Best must maintain a rating of at least B++ at all times. The terms of the facility restrict the declaration or payment of dividends if the Company is already in default or the payment or declaration would cause a default under the terms of the loan facilities.

The 2007 Credit Facility also contains customary event of default provisions, including failure to pay principal or interest under the facility, insolvency of the Company, a change in control of the Company, a breach of the Company’s representations or covenants in the facility or a default by the Company under its other indebtedness. Upon the occurrence of an event of default under the credit facility, the lenders can terminate their commitments under the revolving credit facility, require repayment of any outstanding revolving loans, give notice of termination of any outstanding letters of credit in accordance with their terms, require the delivery of cash collateral for outstanding letters of credit and foreclose on any security held by the lenders under the credit facility.

3.  Earnings per share

Endurance Holdings follows Statement of Financial Accounting Standards No. 128, ‘‘Earnings per Share,’’ to account for its weighted average shares. Basic earnings per common share are calculated by dividing net income available to holders of Endurance Holdings’ common shares by the weighted average number of common shares outstanding. In addition to the actual common shares outstanding, the weighted average number of common shares included in the basic earnings per common share calculation also includes the unsettled bonus restricted share units discussed in detail in the Company’s 2006 Annual Report on Form 10-K. Diluted earnings per common share are based on the weighted average number of common shares and dilutive potential common shares outstanding during the period of calculation using the treasury stock method.

7




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

3. Earnings per share, cont’d.

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


  THREE MONTHS ENDED MARCH 31,
2007 2006
Numerator:    
Net income available to common shareholders $ 97,960 $ 103,161
Denominator:    
Weighted average shares – basic    
Common shares outstanding 66,418,642 66,191,735
Unsettled bonus restricted share units outstanding 194,338 253,314
  66,612,980 66,445,049
Share equivalents    
Unvested incentive restricted share units outstanding 486,394 191,384
Warrants 3,795,596 3,317,767
Options 1,178,093 1,340,348
Weighted average shares – diluted 72,073,063 71,294,548
Basic earnings per common share $ 1.47 $ 1.55
Diluted earnings per common share $ 1.36 $ 1.45

Endurance Holdings declared a dividend of $0.484375 per Series A preferred share on February 22, 2007 (2006 – $0.484375). The preferred share dividend was paid on March 15, 2007 to shareholders of record on March 1, 2007. Endurance Holdings also declared a dividend of $0.25 per common share on February 28, 2007 (2006 – $0.25). The dividend was paid on March 30, 2007 to shareholders of record on March 16, 2007.


  THREE MONTHS ENDED MARCH 31,
  2007 2006
Dividends declared per preferred share $ 0.484375 $ 0.484375
Dividends declared per common share $ 0.25 $ 0.25

8




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

4.  Stock-based employee compensation and other stock plans

The Company has a stock-based employee compensation plan (the ‘‘Option Plan’’) and other stock plans which are disclosed in detail in the Company’s 2006 Annual Report on Form 10-K. The Option Plan provides for the grant of options to purchase the Company’s ordinary shares, share appreciation rights, restricted shares, share bonuses and other equity incentive awards to key employees. At the Company’s exclusive option, restricted share units may be settled in cash, ordinary shares or in a combination thereof. Generally, cash settlements are equal to the minimum statutory withholding requirements based on the individual employee’s tax paying jurisdiction.

5.  Segment reporting

The determination of the Company’s business segments is based on how the Company monitors the performance of its underwriting operations. The Company has two reportable business segments: Insurance and Reinsurance.

  Insurance — The lines of business underwritten by the Company in the Insurance business segment are property, casualty, healthcare liability, workers’ compensation and professional lines. The property line of business is comprised of the insurance and facultative reinsurance of commercial properties. The casualty, healthcare liability, workers’ compensation and professional lines of business are comprised of the insurance and facultative reinsurance of third party liability exposures.
  Reinsurance — The lines of business underwritten by the Company in the Reinsurance business segment are property, casualty, catastrophe, agriculture, marine, aerospace and surety and other specialty. The property, catastrophe, agriculture, marine and aerospace lines of business are principally comprised of the reinsurance of insurance companies’ insurance exposures related to various types of property on an excess of loss or proportional basis. The casualty and surety and other specialty lines of business are comprised of the reinsurance of underlying insurance companies’ third party liability insurance exposures on an excess of loss or proportional basis.

Because the Company does not manage its assets by segment, investment income and total assets are not allocated to the individual segments. Management measures segment results on the basis of the combined ratio that is obtained by dividing the sum of the losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned by each respective segment. General and administrative expenses incurred by segments are allocated directly. Remaining corporate overhead is allocated to segments based on various factors, including each segment’s proportional share of gross premiums written, headcount, and other variables deemed relevant to the allocation of such expenses. In 2006, general and administrative expenses not directly incurred by the segments were allocated based on each segment’s proportional share of gross premiums written. Ceded reinsurance and recoveries are recorded within the segment to which they apply. Group reinsurance protection purchased and any subsequent recoveries are allocated to segments based on the underlying exposures covered.

9




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

5.  Segment reporting, cont’d.

The following table provides a summary of the segment revenues, results and reserve for losses and loss expenses for the three months ended March 31, 2007:


  Insurance Reinsurance Deposit
Accounting(1)
Total
Revenues        
Gross premiums written $ 147,033 $ 429,473 $ (3,215 )  $ 573,291
Ceded premiums written (38,944 )  (682 )  (39,626 ) 
Net premiums written 108,089 428,791 (3,215 )  533,665
Net premiums earned 110,324 291,396 (24,675 )  377,045
Other underwriting loss (5,936 )  (5,936 ) 
  110,324 291,396 (30,611 )  371,109
Expenses        
Net losses and loss expenses 63,529 169,699 (22,634 )  210,594
Acquisition expenses 13,826 61,417 (7,713 )  67,530
General and administrative expenses 22,217 26,612 48,829
  99,572 257,728 (30,347 )  326,953
Underwriting income (loss) $ 10,752 $ 33,668 $ (264 )  $ 44,156
Net loss ratio 57.6 %  58.2 %  91.7 %  55.9 % 
Acquisition expense ratio 12.5 %  21.1 %  31.3 %  17.9 % 
General and administrative expense ratio 20.2 %  9.1 %  12.9 % 
Combined ratio 90.3 %  88.4 %  123.0 %  86.7 % 
Reserve for losses and loss expenses $ 918,534 $ 2,010,117 $ (138,468 )  $ 2,790,183
(1) Reconciles the Company’s underwriting results by segment to the Company’s financial statement presentation.

10




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

5. Segment reporting, cont’d.

The following table provides a summary of the segment revenues, results and reserve for losses and loss expenses for the three months ended March 31, 2006:


  Insurance Reinsurance Deposit
Accounting(1)
Total
Revenues        
Gross premiums written $ 80,157 $ 590,373 $ (99,149 )  $ 571,381
Ceded premiums written (23,465 )  (4,907 )  (28,372 ) 
Net premiums written 56,692 585,466 (99,149 )  543,009
Net premiums earned 90,426 386,537 (56,757 )  420,206
Other underwriting income 3,501 3,501
  90,426 386,537 (53,256 )  423,707
Expenses        
Net losses and loss expenses 41,607 228,398 (31,273 )  238,732
Acquisition expenses 6,123 89,696 (20,571 )  75,248
General and administrative expenses 7,959 35,932 43,891
  55,689 354,026 (51,844 )  357,871
Underwriting income (loss) $ 34,737 $ 32,511 $ (1,412 )  $ 65,836
Net loss ratio 46.0 %  59.1 %  55.1 %  56.8 % 
Acquisition expense ratio 6.8 %  23.2 %  36.2 %  17.9 % 
General and administrative expense ratio 8.8 %  9.3 %  10.5 % 
Combined ratio 61.6 %  91.6 %  91.3 %  85.2 % 
Reserve for losses and loss expenses $ 705,894 $ 2,055,307 $ (72,215 )  $ 2,688,986
(1) Reconciles the Company’s underwriting results by segment to the Company’s financial statement presentation.

11




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

5. Segment reporting, cont’d.

The following table reconciles total segment results to income before income taxes for the three months ended March 31, 2007 and 2006, respectively:


  2007 2006
Total underwriting income $ 44,156 $ 65,836
Net investment income 74,813 61,544
Net foreign exchange (losses) gains (2,613 )  2,886
Net realized losses on sales of investments (2,084 )  (3,330 ) 
Amortization of intangibles (1,127 )  (1,158 ) 
Interest expense (7,529 )  (7,526 ) 
Income before income taxes $ 105,616 $ 118,252

The following table provides gross premiums written, by line of business, for the three months ended March 31, 2007 and 2006:


Business Segment 2007 2006
Insurance    
Property $ 27,042 $ 28,573
Casualty 26,796 21,786
Healthcare liability 18,790 21,062
Workers’ compensation 61,633
Professional lines 12,772 8,736
Total Insurance $ 147,033 $ 80,157
Reinsurance    
Casualty $ 91,936 $ 185,578
Property 36,701 122,480
Catastrophe 140,499 120,695
Agriculture 93,061 50,531
Marine 33,080 57,246
Aerospace 6,480 22,700
Surety and other specialty 27,716 31,143
Total Reinsurance $ 429,473 $ 590,373
Subtotal total company $ 576,506 $ 670,530
Deposit accounting(1) (3,215 )  (99,149 ) 
Total $ 573,291 $ 571,381
(1) Reconciles gross premiums written to the Company’s financial statement presentation.
6.  Commitments and contingencies

Concentrations of credit risk.    As of March 31, 2007, substantially all the Company’s cash and investments were held by three custodians. The Company’s investment guidelines limit the amount of credit exposure to any one issuer other than the U.S. Treasury and certain other foreign government obligations rated AAA.

12




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

6.  Commitments and contingencies, cont’d.

Major production sources.    During the three months ended March 31, 2007 and 2006, the Company obtained 67.8% and 74.2% of its gross premiums written before deposit accounting adjustments through four brokers, respectively: Marsh & McLennan Companies, Inc. (including Guy Carpenter) – 31.7% (2006 – 22.9%); Aon Corporation – 17.0% (2006 – 23.5%); Willis Companies – 9.6% (2006 – 16.0%); and Benfield Group – 9.5% (2006 – 11.8%).

Letters of credit.    As of March 31, 2007, the Company had issued letters of credit of $514.2 million (December 31, 2006 – $498.5 million) under its credit facility in favor of certain ceding companies.

Investment commitments.    As of March 31, 2007 and December 31, 2006, the Company had pledged cash and cash equivalents and fixed maturity investments of $234.4 million and $231.6 million, respectively, in favor of certain ceding companies to collateralize obligations. As of March 31, 2007 and December 31, 2006, the Company had also pledged $469.4 million and $456.4 million of its fixed maturity investments as collateral for $418.7 million and $409.9 million in letters of credit outstanding under its credit facility, respectively. In addition, at March 31, 2007 and December 31, 2006, cash and fixed maturity investments with fair values of $41.3 million and $40.9 million were on deposit with U.S. state regulators, respectively, and $29.2 million and $28.5 million were on deposit with Canadian regulators, respectively.

The Company is subject to certain commitments with respect to the investments in other ventures at March 31, 2007. Of the balance outstanding at March 31, 2007, the Company is subject to redemption restriction provisions of between one to three years from the date of acquisition with respect to 99.4% of the amount invested in other ventures.

Reinsurance commitments.    In the ordinary course of business, the Company enters into reinsurance agreements which may include terms which could require the Company to collateralize certain of its obligations as a result of certain triggering events, as defined in such agreements.

Employment agreements.    The Company has entered into employment agreements with certain officers that provide for awards of the Company’s equity securities, executive benefits and severance payments under certain circumstances.

Operating Leases.    The Company leases office space and office equipment under operating leases. Future minimum lease commitments at March 31, 2007 are as follows:


Twelve Months Ended March 31, Amount
2008 $ 10,135
2009 10,067
2010 9,668
2011 9,459
2012 9,526
2013 and thereafter 36,640
  $ 85,495

Total lease expense under operating leases for the three months ended March 31, 2007 was $2.6 million (2006 – $2.1 million).

Legal Proceedings.    The Company is party to various legal proceedings generally arising in the normal course of its business. While any proceeding contains an element of uncertainty, the Company does not believe that the eventual outcome of any litigation or arbitration proceeding to which it is

13




ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  — CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)

6.  Commitments and contingencies, cont’d.

presently a party could have a material adverse effect on its financial condition or business. Pursuant to the Company’s insurance and reinsurance agreements, disputes are generally required to be finally settled by arbitration.

7.  Income taxes

In July 2006, the FASB issued Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109 ‘‘Accounting for Income Taxes.’’ FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 on January 1, 2007 with no resulting material impact on the Company’s results or financial condition. The total amount of unrecognized tax benefits at March 31, 2007 was zero.  In addition, the Company does not anticipate any significant changes to its total unrecognized tax benefits within the next twelve months and classifies all income tax associated with interest and penalties as income tax expense. During the three months ended March 31, 2007, the Company did not recognize or accrue interest and penalties.  The Company is no longer subject to U.S. federal, state, local, or foreign income tax examinations by tax authorities for years before 2003.

14




MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of the financial condition and results of operations for the three month period ended March 31, 2007 of Endurance Specialty Holdings Ltd. (‘‘Endurance Holdings’’) and its wholly owned subsidiaries (collectively, the ‘‘Company’’). This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this ‘‘Form 10-Q’’) as well as the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2006, the discussions of critical accounting policies and the qualitative and quantitative disclosure about market risk contained in Endurance Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the ‘‘2006 Annual Report on Form 10-K’’).

Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward looking statements that involve risk and uncertainties. Please see the section ‘‘Cautionary Statement Regarding Forward-Looking Statements’’ below for more information on factors that could cause actual results to differ materially from the results described in or implied by any forward-looking statements contained in this discussion and analysis. You should review the ‘‘Risk Factors’’ set forth in the 2006 Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein.

Overview

Endurance Holdings was organized as a Bermuda holding company on June 27, 2002. Endurance Holdings has five wholly-owned operating subsidiaries: Endurance Specialty Insurance Ltd. (‘‘Endurance Bermuda’’), domiciled in Bermuda; Endurance Worldwide Insurance Limited (‘‘Endurance U.K.’’), domiciled in England; Endurance Reinsurance Corporation of America (‘‘Endurance U.S. Reinsurance’’), domiciled in New York, Endurance American Insurance Company (‘‘Endurance American’’), domiciled in Delaware and Endurance American Specialty Insurance Company (‘‘Endurance American Specialty’’), domiciled in Delaware. Endurance Holdings and its wholly-owned subsidiaries are collectively referred to in this discussion and analysis as the ‘‘Company.’’

The Company writes specialty lines of property and casualty insurance and reinsurance on a global basis, and seeks to create a portfolio of specialty lines of business that are profitable and have limited correlation with one another. The Company’s portfolio of specialty lines of business is organized into two business segments, Insurance and Reinsurance.

In the Insurance business segment, the Company writes property, casualty, healthcare liability, workers’ compensation and professional lines insurance. In the Reinsurance business segment, the Company writes property, casualty, catastrophe, agriculture, marine, aerospace and surety and other specialty reinsurance.

The Company’s Insurance and Reinsurance business segments both include property-related coverages which provide insurance or reinsurance of an insurable interest in tangible property for property loss, damage or loss of use. The Company writes property insurance and reinsurance through its property insurance, catastrophe reinsurance, property reinsurance, agriculture reinsurance, marine reinsurance, aerospace reinsurance and surety and other specialty reinsurance business lines.

In addition, the Company’s Insurance and Reinsurance business segments include various casualty insurance and reinsurance coverages, which are primarily concerned with the losses caused by injuries to third parties, i.e., not the insured, or to property owned by third parties and the legal liability imposed on the insured resulting from such injuries. Casualty insurance and reinsurance includes general liability, automobile liability, professional liability, employers’ liability, workers’ compensation, directors’ and officers’ liability, personal liability and aviation liability. The Company writes casualty insurance and reinsurance through its casualty insurance, professional lines insurance, healthcare liability insurance, workers’ compensation insurance, casualty reinsurance, marine reinsurance, aerospace reinsurance and surety and other specialty reinsurance lines of business.

15




Application of Critical Accounting Estimates

The Company’s condensed consolidated financial statements are based on the selection of accounting policies and application of significant accounting estimates, which require management to make significant estimates and assumptions. The Company believes that some of the more critical judgments in the areas of accounting estimates and assumptions that affect its financial condition and results of operations are related to the recognition of premiums written and ceded and reserves for losses and loss expenses. For a detailed discussion of the Company’s critical accounting estimates, please refer to the 2006 Annual Report on Form 10-K. There were no material changes in the application of the Company’s critical accounting estimates subsequent to that report. Management has discussed the application of these critical accounting estimates with the Company’s Board of Directors and the Audit Committee of the Board of Directors.

16




Consolidated results of operations — for the three month periods ended March 31, 2007 and 2006

Results of operations for the three months ended March 31, 2007 and 2006 were as follows:


  Three Months Ended  
  March 31,
2007
March 31,
2006
Change(1)
  (U.S. dollars in thousands, except for ratios)
Underwriting income      
Revenues      
Gross premiums written $ 573,291 $ 571,381 0.3 % 
Net premiums written 533,665 543,009 (1.7 %) 
Net premiums earned 377,045 420,206 (10.3 %) 
Other underwriting (loss) income (5,936 )  3,501 NM (2) 
  371,109 423,707 (12.4 %) 
Expenses      
Losses and loss expenses 210,594 238,732 (11.8 %) 
Acquisition expenses 67,530 75,248 (10.3 %) 
General and administrative expenses 48,829 43,891 11.3 % 
  326,953 357,871 (8.6 %) 
       
Net investment income 74,813 61,544 21.6 % 
Net foreign exchange (losses) gains (2,613 )  2,886 NM(2)
Net realized losses on investments (2,084 )  (3,330 )  (37.4 %) 
Amortization of intangibles (1,127 )  (1,158 )  (2.7 %) 
Interest expense (7,529 )  (7,526 )  0.0 % 
Income tax expense (3,781 )  (11,216 )  (66.3 %) 
       
Net income $ 101,835 $ 107,036 (4.9 %) 
       
Net loss ratio 55.9 %  56.8 %  (0.9 ) 
Acquisition expense ratio 17.9 %  17.9 %  0.0
General and administrative expense ratio 12.9 %  10.5 %  2.4
Combined ratio 86.7 %  85.2 %  1.5
Reserve for losses and loss expenses $ 2,790,183 $ 2,688,986 3.8 % 
(1) With respect to ratios, changes show increase or decrease in percentage points.
(2) Not meaningful.

  Three Months Ended  
  March 31,
2007
March 31,
2006
Change
  (U.S. dollars in thousands)
Supplemental information      
Gross premiums written $ 573,291 $ 571,381 0.3 % 
Deposit accounting premiums 3,215 99,149 (96.8 %) 
Total premiums written, including deposit premiums $ 576,506 $ 670,530 (14.0 %) 

17




Premiums

Total premiums written, including deposit premiums, in the three months ended March 31, 2007 were $576.5 million, a decrease of $94.0 million, or 14.0%, compared to the same period in 2006. The decrease is attributable to intended reductions in premium writings in the Company’s Reinsurance business segment, offset in part by growth in Endurance’s Insurance business segment

Ceded premiums written increased in the first quarter of 2007 from the same period in 2006 as the Company purchased additional reinsurance in relation to its expanding Insurance business segment, which is consistent with its overall risk management strategy. The Company’s net written premiums have correspondingly declined as a result of the growing use of reinsurance.

Net premiums earned for the three months ended March 31, 2007 were $377.0 million, a decrease of $43.2 million, or 10.3%, from the first quarter of 2006. The decrease in net premiums earned resulted from increased reinsurance purchases, including premiums ceded to the Company’s catastrophe bond and loan facility, Shackleton Re, a variable interest entity, and an absence of positive earned premium adjustments which benefited the first quarter of 2006. Endurance’s combined ratio was 86.7% in the first quarter of 2007 versus 85.2% for the first quarter of 2006.

Net Investment Income

Net investment income increased in the first quarter of 2007 compared to the first quarter of 2006 principally due to an 11.2% increase in cash and cash equivalents and investments over 2006, higher portfolio yields, and strong alternative investment performance. The increase in cash and cash equivalents and investments since the first quarter of 2006 resulted from positive net operating cash flows throughout 2006 and the first quarter of 2007. Investment expenses, including investment management fees, for the first quarter of 2007 were $2.7 million compared to $1.9 million for the same period in 2006.

The net earned yield (which is the actual net earned income from the investment portfolio after adjusting for expenses and accretion and amortization from the purchase price divided by the average book value of assets), total return on the investment portfolio (which includes realized and unrealized gains and losses), market yield and portfolio duration for the three months ended March 31, 2007 and 2006 were as follows:


  Three Months Ended
  March 31,
2007
March 31,
2006
Net earned yield 5.46 %  4.95 % 
Total return on investment portfolio 1.66 %  0.43 % 
Market yield 5.27 %  5.16 % 
Portfolio duration(1) 2.56 2.66
(1) Includes only cash and fixed maturity securities.

During the first quarter of 2007, the yield on the benchmark five year U.S. Treasury bond fluctuated within a 48 basis points range, with a high of 4.88% and a low of 4.40%. Trading activity was light but focused on reducing cash, asset backed and residential mortgage exposures from prior periods and increasing allocations to U.S. Treasuries, agencies and commercial mortgage backed securities. The duration of the fixed income portfolio has decreased compared to March 31, 2006 primarily due to the sale of U.S. Government and agency securities and subsequent reinvestment in shorter duration structured securities. Given the current market conditions of limited additional yield for taking risk, the portfolio continues to maintain a very high average credit quality.

18




Net Realized Investment Losses

Our investment portfolio is actively managed to generate income while providing the Company with liquidity. Movements in financial markets and interest rates influence the timing and recognition of net realized investment gains (losses) as the portfolio is adjusted and rebalanced. Proceeds from sales of investments classified as available for sale during the three months ended March 31, 2007 were $556.7 million compared to $450.3 million during the three months ended March 31, 2006. Net realized investment losses for the three months ended March 31, 2007 and 2006 were as follows:


  Three Months Ended
  March 31,
2007
March 31,
2006
  (U.S. dollars in thousands)
Gross realized gains $ 1,273 $ 2,438
Gross realized losses excluding other-than-temporary impairments (1,767 )  (3,661 ) 
Other-than-temporary impairment losses (1,590 )  (2,107 ) 
Net realized investment losses $ (2,084 )  $ (3,330 ) 

During the three months ended March 31, 2007, the Company identified fixed maturity securities that were considered to be other-than-temporarily impaired. The unrealized loss position of these fixed maturities was principally a result of changes in the interest rate environment. Consequently, the cost of such securities was written down to fair value, and the Company recognized a realized loss on these securities in the current period of $1.6 million (2006 – $2.1 million).

Net Losses and Loss Expenses

The Company’s reported net losses and loss expenses are characterized by various factors and are significantly impacted by the occurrence or absence of catastrophic events and subsequent loss emergence related to such events. For the three months ended March 31, 2007, the Company’s net loss ratio was adversely impacted by European Windstorm Kyrill, while in the first quarter of 2006 the absence of major catastrophes favorably impacted the net loss ratio. The Company’s combined gross losses from this storm in the current period were $40.0 million and were recorded within the marine, property and catastrophe lines of the Reinsurance business segment and the property line of the Insurance business segment. The Company’s losses net of reinstatement premiums, other loss sensitive accruals, loss recoveries and taxes were $33.9 million for Windstorm Kyrill.

Favorable prior year loss reserve development was $55.9 million for the first quarter of 2007 as compared to favorable prior year loss reserve development for the first quarter of 2006 of $42.5 million. In the first quarter of 2007, prior year reserves emerged favorably in both short and long tail lines of business within the Insurance and Reinsurance business segments.

The Company participates in lines of business where claims may not be reported for many years. Accordingly, management does not believe that reported claims are the only valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Reserve adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves were established by the Company’s actuaries and reflect management’s best estimate of ultimate losses. See ‘‘Reserve for Losses and Loss Expenses’’ below for further discussion.

19




Acquisition Expenses

The acquisition expense ratio for the three months ended March 31, 2007 was consistent with the ratio for the same period in 2006.

General and Administrative Expenses

The Company’s general and administrative expense ratio for the first quarter of 2007 increased as compared to the same period in 2006 primarily due to the continued expansion of the Company’s U.S. insurance operations, changes in allocation methodology, changes in Endurance’s mix of business, and slower earned premium growth due to the increase in reinsurance purchases. Management seeks to grow the Company’s Insurance business segment in the coming year through continued development of its U.S. insurance operations and other opportunities that may arise. A total of 88 employees are dedicated to the Company’s U.S. Insurance operations at March 31, 2007 compared to 58 employees at March 31, 2006. At March 31, 2007, the Company had a total of 484 employees as compared to 399 employees at March 31, 2006.

Net Income

The Company produced net income of $101.8 million in the three months ended March 31, 2007, compared to net income of $107.0 million in the same period of 2006. The decrease in net income for the current period of 2007 compared to 2006 was primarily due to losses related to Windstorm Kyrill as compared to the absence of catastrophic events in the same period of 2006 and the decline in the Company’s net premiums earned for the first quarter of 2007 compared to 2006. These decreases were partially offset by the $13.3 million, or 21.6% increase in net investment income.

Reserve for losses and loss expenses

In order to capture the key dynamics of loss development and expected volatility that may arise within the Company’s reserve for losses and loss expenses, the key lines of business within each business segment are aggregated based on their potential expected length of loss emergence. The period over which loss emergence occurs is typically referred to as the tail. The Company has classified its lines of business as either having a ‘‘short,’’ ‘‘long’’ or ‘‘other’’ tail pattern. The Company views short tail business as that for which development typically emerges within a period of several calendar quarters while long tail business would emerge over many years. Within the Company’s Reinsurance business segment, the Company writes certain specialty lines of business for which the loss emergence is considered unique in nature and thus, has been included as ‘‘other’’ in the tables below.

As of March 31, 2007, the Company had accrued losses and loss expenses reserves of $2.8 billion (2006 - $2.7 billion). This amount represents management’s best estimate of the ultimate liability for payment of losses and loss expenses related to loss events. During the three month periods ended March 31, 2007 and 2006, the Company paid losses and loss expenses of $138.7 million and $163.5 million, including deposit accounting adjustments, respectively.

As of March 31, 2007, the Company had been notified of a number of claims and potential claims under its insurance policies and reinsurance contracts. Of these notifications, management expects some of the claims to penetrate layers in which the Company provides coverage; case reserves have been established for these expected losses. In addition, the Company participates in lines of business where claims may not be reported for many years. Accordingly, management does not believe that reported claims are currently a valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves reflect management’s best estimate of ultimate losses and loss expenses. See ‘‘Critical Accounting Estimates — Reserve for Losses and Loss Expenses’’ included in the 2006 Annual Report on Form 10-K for further details.

20




Losses and loss expenses for the three months ended March 31, 2007 are summarized as follows:


  Incurred related to:  
  Current year Prior years Total incurred
losses
  (U.S. dollars in thousands)
Insurance business segment:      
Short tail $ 16,137 ($16,098 )  $ 39
Long tail 73,899 (10,409 )  63,490
Total Insurance 90,036 (26,507 )  63,529
Reinsurance business segment:      
Short tail $ 123,183 ($15,338 )  $ 107,845
Long tail 48,312 (5,036 )  43,276
Other 21,276 (2,698 )  18,578
Total Reinsurance 192,771 (23,072 )  169,699
Deposit accounting(1) (16,306 )  (6,328 )  (22,634 ) 
Totals $ 266,501 ($55,907 )  $ 210,594
(1) Reconciles the Company’s incurred losses by business segment to the Company’s financial statement presentation.

Losses and loss expenses for the three months ended March 31, 2007 include $55.9 million in favorable loss reserve development relating to prior accident years. The favorable loss reserve development experienced during the first quarter of 2007 benefited the Company’s 2007 reported loss ratio by approximately 14.8 percentage points. The net reduction in estimated losses for prior accident years reflects lower than expected emergence of catastrophic and attritional losses. Favorable development of prior year loss reserves for the first quarter of 2007 relates primarily to the Company’s short and long tail lines included in its Insurance business segment, as well as the short tail lines of business in the Reinsurance business segment.

21




Losses and loss expenses for the three months ended March 31, 2006 are summarized as follows:


  Incurred related to:  
  Current year Prior years Total incurred
losses
  (U.S. dollars in thousands)
Insurance business segment:      
Short tail $ 18,285 $ (23,746 )  $ (5,461 ) 
Long tail 51,177 (4,109 )  47,068
Total Insurance 69,462 (27,855 )  41,607
Reinsurance business segment:      
Short tail 143,488 (4,412 )  139,076
Long tail 87,121 (8,330 )  78,791
Other 14,735 (4,204 )  10,531
Total Reinsurance 245,344 (16,946 )  228,398
Deposit accounting(1) (33,533 )  2,260 (31,273 ) 
Totals $ 281,273 $ (42,541 )  $ 238,732
(1) Reconciles the Company’s incurred losses by business segment to the Company’s financial statement presentation.

Losses and loss expenses for the three months ended March 31, 2006 include approximately $42.5 million in favorable development of reserves relating to prior accident years. The favorable loss reserve development experienced benefited the Company’s first quarter 2006 reported loss ratio by approximately 10.1 percentage points. The net reduction in estimated losses for prior accident years reflects lower than expected emergence of catastrophic and attritional losses and relates primarily to the property lines of business within the Company’s Insurance and Reinsurance business segments.

Reserves for losses and loss expenses were comprised of the following at March 31, 2007:


  Case
Reserves
IBNR
Reserves
Reserve for
losses and loss
expenses
  (U.S. dollars in thousands)
Insurance business segment:      
Short tail $ 121,095 $ 43,359 $ 164,454
Long tail 32,998 721,082 754,080
Total Insurance 154,093 764,441 918,534
Reinsurance business segment:      
Short tail 645,790 383,624 1,029,414
Long tail 217,718 597,609 815,327
Other 9,760 155,616 165,376
Total Reinsurance 873,268 1,136,849 2,010,117
Deposit accounting(1) (58,030 )  (80,438 )  (138,468 ) 
Totals $ 969,331 $ 1,820,852 $ 2,790,183
(1) Reconciles the Company’s reserve for losses and loss expenses by business segment to the Company’s financial statement presentation.

22




Reserves for losses and loss expenses were comprised of the following at March 31, 2006:


  Case
Reserves
IBNR
Reserves
Reserve for
losses and loss
expenses
  (U.S. dollars in thousands)
Insurance business segment:      
Short tail $ 142,150 $ 54,162 $ 196,312
Long tail 9,083 500,499 509,582
Total Insurance 151,233 554,661 705,894
Reinsurance business segment:      
Short tail 796,560 411,642 1,208,202
Long tail 170,810 554,942 725,752
Other 7,762 113,591 121,353
Total Reinsurance 975,132 1,080,175 2,055,307
Deposit accounting(1) (15,355 )  (56,860 )  (72,215 ) 
Totals $ 1,111,010 $ 1,577,976 $ 2,688,986
(1) Reconciles the Company’s reserve for losses and loss expenses by business segment to the Company’s financial statement presentation.

Underwriting results by operating segments

The determination of the Company’s business segments is based on the manner in which management monitors the performance of the Company’s underwriting operations. Management measures the Company’s results on the basis of the combined ratio, which is obtained by dividing the sum of the losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned. The Company’s historic combined ratios may not be indicative of future underwriting performance. When purchased within a single line of business, ceded reinsurance and recoveries are accounted for within that line of business. When purchased across multiple lines of business, ceded reinsurance and recoveries are allocated to the lines of business in proportion to the related risks assumed. The Company does not manage its assets by business segment; accordingly, investment income and total assets are not allocated to the individual business segments. General and administrative expenses incurred by business segments are allocated directly. Remaining corporate overhead is allocated to business segments based on various factors, including each segment’s proportional share of gross premiums written, headcount, and other variables deemed relevant to the allocation of such expenses. In 2006, general and administrative expenses not directly incurred by the segments were allocated based on each segment’s proportional share of gross premiums written.

For internal management reporting purposes, underwriting results by business segment are presented on the basis of applying reinsurance accounting to all reinsurance contracts written.

23




Insurance

The following table summarizes the underwriting results and associated ratios for the Company’s Insurance business segment for the three months ended March 31, 2007 and 2006.


  Three Months Ended  
  March 31,
2007
March 31,
2006
Change(1)
  (U.S. dollars in thousands)
Revenues      
Gross premiums written $ 147,033 $ 80,157 83.4 % 
Ceded premiums written (38,944 )  (23,465 )  66.0 % 
Net premiums written 108,089 56,692 90.7 % 
Net premiums earned 110,324 90,426 22.0 % 
Expenses      
Losses and loss expenses 63,529 41,607 52.7 % 
Acquisition expenses 13,826 6,123 125.8 % 
General and administrative expenses 22,217 7,959 179.1 % 
  99,572 55,689 78.8 % 
Underwriting income $ 10,752 $ 34,737 (69.0 %) 
Net loss ratio 57.6 %  46.0 %  11.6
Acquisition expense ratio 12.5 %  6.8 %  5.7
General and administrative expense ratio 20.2 %  8.8 %  11.4
Combined ratio 90.3 %  61.6 %  28.7
(1) With respect to ratios, changes show increase or decrease in percentage points.

Premiums. Gross premiums written for the first quarter of 2007 in the Insurance business segment increased by 83.4% over the first quarter of 2006. Gross and net premiums written for each line of business in the Insurance business segment for the three months ended March 31, 2007 and 2006 were as follows:


  Three Months Ended
  March 31, 2007 March 31, 2006
  Gross
Premiums
Written
Net
Premiums
Written
Gross
Premiums
Written
Net
Premiums
Written
  (U.S. dollars in thousands)
Property $ 27,042 $ 6,127 $ 28,573 $ 10,690
Casualty 26,796 17,761 21,786 16,204
Healthcare Liability 18,790 18,790 21,062 21,062
Workers’ Compensation 61,633 54,810
Professional Lines 12,772 10,601 8,736 8,736
Total $ 147,033 $ 108,089 $ 80,157 $ 56,692

The increase in the Insurance business segment gross premiums written for the three months ended March 31, 2007 compared to 2006 was largely driven by the continued development of the Company’s workers’ compensation business that began in the second quarter of 2006, yielding $61.6 million of additional gross premiums written in the first quarter of 2007. The Company’s workers’ compensation business is written on a specialized and targeted basis in a single state. The remaining Insurance lines of business grew 6.5% over the prior year as growth in the Company’s professional and casualty lines of business were partially offset by a decline in the healthcare liability business. The declines experienced in the current period of 2007 in the healthcare liability business lines from the first quarter of 2006 were due

24




to increased pricing pressures, competition and excess capacity, which resulted in business being declined by the Company due to rates or terms not meeting the Company’s required return characteristics.

Ceded premiums written by the Company in the Insurance business segment increased in the first quarter of 2007 compared to the same period in 2006 because of an increase in reinsurance purchases, including excess of loss reinsurance purchases, and which corresponds to the increase in gross premiums written for this segment. The Company expects to continue to use such third party reinsurance in relation to its U.S. insurance operations as a means of managing its aggregate risk exposures.

The net premiums earned by the Company in the Insurance business segment in the three months ended March 31, 2007 also increased compared to 2006, although not as quickly as gross premiums written increased, due to increased use of third party reinsurance in this segment and the continued earning of lower gross premiums written in prior periods, partially offset by the effects of increased ceded premiums written in recent periods.

Net Losses and Loss Expenses.    The net loss ratio in the Company’s Insurance business segment for the three months ended March 31, 2007 reflected the following:

  A change in business mix as $32.1 million of premium was earned related to our workers’ compensation business compared with none during the 2006 quarter,
  the impact of additional ceded premiums earned on catastrophe reinsurance protections during the period, unanticipated current accident quarter losses reported in the international property book, and
  favorable development from prior accident quarters.

Windstorm Kyrill contributed $1.2 million of gross losses to the Insurance business segment during the quarter. During the three months ended March 31, 2007, the Company’s previously estimated ultimate losses for the Insurance business segment for prior accident years were reduced by $26.5 million compared to a $27.9 million reduction during the first quarter of 2006. The short tail lines in the Company’s Insurance business segment experienced the largest net reductions of $16.1 million, while the long tail lines experienced $10.4 million of favorable development for prior accident years in the first quarter of 2007. Reductions resulted as claims have not materialized as originally estimated by the Company.

Acquisition Expenses. The Company’s acquisition expenses in the Insurance business segment increased for the three months ended March 31, 2007 compared to 2006 due to changes in business mix. During the current quarter, earned acquisition costs related to workers’ compensation business totaled $7.7 million during the first quarter of 2007 compared to none during the same period in 2006. Additionally, decreased earnings in business lines that generally yield lower acquisition expenses, such as professional lines and healthcare liability, contributed to the period to period increase.

General and Administrative Expenses. The increase in general and administrative expenses in the Insurance business segment for the first quarter of 2007 as compared to 2006 resulted from expenditures related to the expansion of the Company’s U.S. insurance operations and an increase in indirect expense allocations. As gross premiums written by the U.S. insurance operations continue to increase and the related expansion costs stabilize, the Company expects that the general and administrative expense ratio will correspondingly become more stable.

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Reinsurance

The following table summarizes the underwriting results and associated ratios for the Company’s Reinsurance business segment for the three months ended March 31, 2007 and 2006. All amounts are presented applying reinsurance accounting to all reinsurance contracts written.


  Three Months Ended  
  March 31,
2007
March 31,
2006
Change(1)
  (U.S. dollars in thousands)  
Revenues      
Gross premiums written $ 429,473 $ 590,373 (27.3 %) 
Ceded premiums written (682 )  (4,907 )  (86.1 %) 
Net premiums written 428,791 585,466 (26.8 %) 
Net premiums earned 291,396 386,537 (24.6 %) 
Expenses      
Losses and loss expenses 169,699 228,398 (25.7 %) 
Acquisition expenses 61,417 89,696 (31.5 %) 
General and administrative expenses 26,612 35,932 (25.9 %) 
  257,728 354,026 (27.2 %) 
Underwriting income $ 33,668 $ 32,511 3.6 % 
Ratios      
Loss ratio 58.2 %  59.1 %  (0.9 ) 
Acquisition expense ratio 21.1 %  23.2 %  (2.1 ) 
General and administrative expense ratio 9.1 %  9.3 %  (0.2 ) 
Combined ratio 88.4 %  91.6 %  (3.2 ) 
(1) With respect to ratios, changes show increase or decrease in percentage points.

Premiums. Gross premiums written in the Reinsurance business segment decreased in the first quarter of 2007 by 27.3% over the first quarter of 2006. Gross and net premiums written for each line of business in the Reinsurance business segment for the three months ended March 31, 2007 and 2006 were as follows:


  Three Months Ended
  March 31, 2007 March 31, 2006
  Gross
Premiums
Written
Net
Premiums
Written
Gross
Premiums
Written
Net
Premiums
Written
  (U.S. dollars in thousands)
Casualty $ 91,936 $ 91,921 $ 185,578 $ 183,575
Property 36,701 36,527 122,480 122,480
Catastrophe 140,499 140,183 120,695 120,695
Agriculture 93,061 93,061 50,531 50,531
Marine 33,080 33,016 57,246 57,246
Aerospace 6,480 6,375 22,700 22,700
Surety and other specialty 27,716 27,708 31,143 28,239
Total $ 429,473 $ 428,791 $ 590,373 $ 585,466

Gross premiums written, including deposit premiums, in Endurance’s Reinsurance business segment for the first quarter of 2007 were $429.5 million, a decrease of 27.3% from the $590.4 million premiums written in the same period in 2006. This decline was partially driven by the non-renewal of several international casualty and property treaties with premiums of $46.9 million that no longer met the Company’s margin requirements. In addition, the Company completed its transition away from the offshore energy business with the non-renewal of contracts representing $33.7 million of premiums. Gross

26




premiums written during the current quarter also do not reflect $112.0 million of premiums predominately related to policy extensions and premium adjustments recorded in the first quarter of 2006 in connection with two large treaty contracts. These declines were partially offset by continued growth in the Company’s agriculture and catastrophe lines of business.

Net premiums earned by the Company in the Reinsurance business segment for the three months ended March 31, 2007 decreased compared to the first quarter of 2006, due to the decrease in gross premiums written in this business segment and the absence of material earned premium adjustments during the current quarter. The rate of decrease in net premiums earned was less than the decline in gross premiums written due to the continued earning of gross premiums written by the Company in prior years.

Losses and Loss Expenses.    The loss ratio in the Company’s Reinsurance business segment for the three months ended March 31, 2007 decreased compared to the first quarter of 2006 as a result of the low level of catastrophe losses outside of Europe and favorable loss emergence in several lines of business despite a gross loss of $38.8 million resulting from Windstorm Kyrill. The majority of the Reinsurance business segment’s losses in respect to Windstorm Kyrill were experienced in the catastrophe line of business, with a small amount of losses in the property and marine lines of business. In each of the first quarters of 2007 and 2006, the Company experienced favorable loss reserve development from prior years. During the first quarter of 2007, the majority of the favorable loss reserve development emanated from this segment’s short tail lines of business. During the three months ended March 31, 2007 and 2006, the Company’s previously estimated ultimate losses for the Reinsurance business segment for prior accident years were reduced by $23.1 million and $16.9 million, respectively, as claims emergence has been less than originally estimated by the Company.

Acquisition Expenses. The Company’s acquisition expense ratio in the Reinsurance business segment decreased for the first quarter of 2007 as compared to the first quarter of 2006 due to changes in business mix, including $41.8 million less earned premium related to workers compensation reinsurance, a component of the casualty line of business, which was associated with a higher than average acquisition ratio.

General and Administrative Expenses. The general and administrative expenses experienced by the Reinsurance business segment in the three months ended March 31, 2007 decreased from the same period in 2006 as a result of decreases in the Company’s indirect expense allocations and reduction in gross premiums written during the quarter.

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Deposit Accounting

For internal management reporting purposes, underwriting results by business segment are presented on the basis of applying reinsurance accounting to all reinsurance contracts written. The following table presents the activity related to deposit accounted contracts included in the Company’s segment results above, which reconciles the Company’s underwriting results to the Company’s consolidated financial statement presentation for the three months ended March 31, 2007 and 2006.


  Three Months Ended  
  March 31,
2007
March 31,
2006
Change(1)
  (U.S. Dollars in thousands)
Revenues      
Gross premiums written $ (3,215 )  $ (99,149 )  (96.8 %) 
Net premiums written (3,215 )  (99,149 )  (96.8 %) 
Net premiums earned (24,675 )  (56,757 )  (56.5 %) 
Other underwriting (loss) income (5,936 )  3,501 NM (2) 
Total revenues (30,611 )  (53,256 )  (42.5 %) 
Expenses      
Losses and loss expenses (22,634 )  (31,273 )  (27.6 %) 
Acquisition expenses (7,713 )  (20,571 )  (62.5 %) 
General and administrative expenses
  (30,347 )  (51,844 )  (41.5 %) 
Underwriting loss $ (264 )  $ (1,412 )  (81.3 %) 
Ratios      
Loss ratio 91.7 %  55.1 %  36.6
Acquisition expense ratio 31.3 %  36.2 %  (4.9 ) 
General and administrative expense ratio
Combined ratio 123.0 %  91.3 %  31.7
(1) With respect to ratios, changes show increase or decrease in percentage points.
(2) Not meaningful.

During the three months ended March 31, 2007 and 2006, the Company realized $3.2 million and $99.1 million, respectively, of premiums that, in management’s judgment, were most appropriately accounted for as deposits under the deposit accounting provisions of SOP 98-7. While not underwritten as finite risk reinsurance, these contracts contain adjustable features, primarily sliding scale ceding commissions and profit share commissions, that may cause the amount or variability of risk assumed by the Company to differ from that of its ceding company counterpart. These contracts often contain significant exposures, particularly catastrophic, start-up and other risks, that although having a low probability of occurrence, could produce material losses. Consequently, these contracts were accounted for as contracts which either transfer only significant timing risk or transfer only significant underwriting risk. The determination of the appropriate method of accounting for these contracts requires significant judgment and analysis, particularly with respect to assumptions about the variability and likelihood of potential future losses.

Under the deposit method of accounting, revenues and expenses from reinsurance contracts are not recognized as gross premium written and losses and loss expenses. Instead, the profits or losses from these contracts are recognized net as other underwriting income or loss over the contract or expected claim payment periods. Income or loss associated with contracts determined to transfer only significant timing risk or only significant underwriting risk are included as a component of net other underwriting income (loss) and recognized over the estimated claim settlement period or contract risk period, respectively.

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The following table reconciles total segment results including Insurance, Reinsurance and Deposit Accounting detailed above to consolidated income before income taxes for the three months ended March 31, 2007 and 2006, respectively:


  Three Months Ended
  March 31,
2007
March 31,
2006
  (U.S. dollars in thousands)
Total underwriting income $ 44,156 $ 65,836
Net investment income 74,813 61,544
Net foreign exchange (losses) gains (2,613 )  2,886
Net realized losses on sales of investments (2,084 )  (3,330 ) 
Amortization of intangibles (1,127 )  (1,158 ) 
Interest expense (7,529 )  (7,526 ) 
Consolidated income before income taxes $ 105,616 $ 118,252

Significant transactions and events

Credit Facility.    On May 8, 2007, Endurance Holdings amended its existing credit facility among Endurance Holdings, various designated subsidiary borrowers, various lending institutions and JPMorgan Chase Bank, N.A. as Administrative Agent, to, among other changes, increase the size of the facility to $1,175 million from $925 million and to extend the maturity of the facility to May 8, 2012. As amended, the credit facility is referred to as the ‘‘2007 Credit Facility.’’

The full amount of the 2007 Credit Facility is available for revolving credit borrowings and for the issuance of letters of credit. The proceeds of the facility may be used for general corporate and working capital purposes, to finance potential acquisitions and for the repurchase of Endurance Holdings’ outstanding publicly or privately issued securities. So long as the Company is not in default under the terms of the facility, the Company may request that the size of the facility be increased by $500 million, provided that no participating lender is obligated to increase its commitments under the facility.

Up to $675 million of borrowings or letter of credit issuances under the 2007 Credit Facility may be secured by a portion of the investment portfolio of such subsidiary borrowing under the facility to the extent of such subsidiary’s borrowing. The facility allows for the issuance of up to $200 million in multicurrency letters of credit and up to $300 million of fronted letters of credit, that may also be multicurrency letters of credit. Endurance Holdings guarantees the obligations of those of its subsidiaries that are parties to the 2007 Credit Facility.

The interest rate for revolving loans under the 2007 Credit Facility is either (i) the higher of (a) the Federal Funds Effective Rate plus 0.5% and (b) the prime commercial lending rate of JPMorgan Chase Bank or (ii) LIBOR. For letters of credit issued on a secured basis, the Company is required to pay a fee ranging from 0.165% to 0.29% on the daily stated amount of such letters of credit. For letters of credit issued on an unsecured basis, the Company is required to pay a fee ranging from 0.275% to 0.375% on the daily stated amount of such letters of credit. In addition, the 2007 Credit Facility requires the Company to pay to the lenders a facility fee and a utilization fee.

The 2007 Credit Facility requires the Company’s compliance with certain customary restrictive covenants. These include certain financial covenants, such as maintaining a leverage ratio (no greater than 0.35:1.00 at any time) and a consolidated tangible net worth (no less than $1.4 billion at any time). In addition, each of the Company’s regulated insurance subsidiaries that has a claims paying rating from A.M. Best must maintain a rating of at least B++ at all times. The terms of the facility restrict the declaration or payment of dividends if the Company is already in default or the payment or declaration would cause a default under the terms of the loan facilities.

The 2007 Credit Facility also contains customary event of default provisions, including failure to pay principal or interest under the facility, insolvency of the Company, a change in control of the Company, a breach of the Company’s representations or covenants in the facility or a default by the Company under its other indebtedness. Upon the occurrence of an event of default under the credit facility, the lenders can terminate their commitments under the revolving credit facility, require repayment of any outstanding

29




revolving loans, give notice of termination of any outstanding letters of credit in accordance with their terms, require the delivery of cash collateral for outstanding letters of credit and foreclose on any security held by the lenders under the credit facility.

Liquidity and capital resources

Endurance Holdings is a holding company that does not have any significant operations or assets other than its ownership of the shares of its direct and indirect subsidiaries, including Endurance Bermuda, Endurance U.K., Endurance U.S. Reinsurance, Endurance American and Endurance American Specialty. Endurance Holdings relies primarily on dividends and other permitted distributions from its insurance subsidiaries to pay its operating expenses, interest on debt and dividends, if any, on its ordinary shares. There are restrictions on the payment of dividends by Endurance Bermuda, Endurance U.K., Endurance U.S. Reinsurance, Endurance American and Endurance American Specialty to Endurance Holdings, which are described in more detail below.

The ability of Endurance Bermuda to pay dividends is dependent on its ability to meet the requirements of applicable Bermuda law and regulations. Under Bermuda law, Endurance Bermuda may not declare or pay a dividend if there are reasonable grounds for believing that Endurance Bermuda is, and would after the payment be, unable to pay its liabilities as they become due, or the realizable value of Endurance Bermuda’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Further, Endurance Bermuda, as a regulated insurance company in Bermuda, is subject to additional regulatory restrictions on the payment of dividends or other capital and surplus distributions. As of March 31, 2007, Endurance Bermuda could pay a dividend or otherwise return capital and surplus totaling approximately $881 million (December 31, 2006 — $826 million) without prior regulatory approval based upon insurance and Bermuda Companies Act regulations.

Endurance U.S. Reinsurance is subject to regulation by the State of New York Insurance Department. Dividends may only be declared or distributed out of earned surplus. At December 31, 2006, Endurance U.S. Reinsurance did not have earned surplus; therefore, Endurance U.S. Reinsurance is precluded from declaring or distributing any dividend during 2007 without the prior approval of the Superintendent of the State of New York Insurance Department.

Endurance American and Endurance American Specialty are subject to regulation by the State of Delaware Department of Insurance. Dividends are limited to the greater of 10% of policyholders’ surplus or net income, excluding realized capital gains. In addition, dividends may only be declared or distributed out of earned surplus. At December 31, 2006, neither Endurance American and Endurance American Specialty had any earned surplus; therefore, both Endurance American and Endurance American Specialty are precluded from declaring or distributing dividends during 2007 without the prior approval of the Delaware Insurance Commissioner. Any dividends paid by Endurance American Specialty are paid to Endurance American and are then subject to Endurance American’s dividend limitations. In turn, any dividends paid by Endurance American are paid to Endurance U.S. Reinsurance and are then subject to Endurance U.S. Reinsurance’s dividend limitations.

Endurance U.K. is subject to regulation by the United Kingdom Financial Services Authority (the ‘‘FSA’’). U.K. company law prohibits Endurance U.K. from declaring a dividend to its shareholders unless it has ‘‘profits available for distribution.’’ The determination of whether a company has profits available for distribution is based on its accumulated realized profits less its accumulated realized losses. While the U.K. insurance regulatory laws impose no statutory restrictions on a general insurer’s ability to declare a dividend, the FSA strictly controls the maintenance of each insurance company’s solvency margin within its jurisdiction. Any such payment or proposal could result in regulatory intervention. In addition, the FSA requires authorized insurance companies to notify the FSA in advance of any significant dividend payment. At March 31, 2007, Endurance U.K. did not have profits available for distribution and could not pay a dividend.

The Company’s aggregate cash and invested assets as of March 31, 2007 totaled $5.6 billion compared to $5.5 billion as of December 31, 2006. The increase in cash and invested assets since December 31, 2006 resulted from collections of premiums on insurance policies and reinsurance contracts, and investment

30




income, offset by losses and loss expenses paid, acquisition expenses paid, reinsurance premiums paid and general and administrative expenses paid. The decrease in cash flows from operations for the three months ended March 31, 2007 as compared to the same period in 2006 was primarily a result of timing of ceded premium payments to reinsurers, timing of paid loss disbursements and increased employee bonus payments during the three months ended March 31, 2007.

Historically, the operating subsidiaries of the Company have generated sufficient cash flows to meet all of their obligations. Because of the inherent volatility of the business written by the Company, the seasonality in the timing of payments by ceding companies, the irregular timing of loss payments, the impact of a change in interest rates on the Company’s investment returns as well as seasonality in coupon payment dates for fixed income securities, cash flows from the Company’s operating activities may vary significantly between periods. The Company expects to continue to generate positive operating cash flows through 2007, absent the occurrence of one or more significant catastrophic events. In the event that paid losses accelerate beyond the ability to fund such payments from operating cash flows, the Company would use its cash balances available, liquidate a portion of its investment portfolio, access its existing credit facility or arrange for additional financing.

Under the Company’s recently amended and restated syndicated credit facility, the Company and its subsidiaries have access to a revolving line of credit of up to $1.175 billion, of which $658 million was available as of May 8, 2007. As of March 31, 2007, and May 8, 2007, there were no borrowings under this line of credit. See ‘‘Significant transactions and events’’ above.

Quantitative and qualitative information about market risk

There have been no material changes in market risk from the information provided under the caption ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Information about Market Risk’’ included in the Company’s 2006 Annual Report on Form 10-K.

Currency and Foreign Exchange

The Company’s functional currencies are U.S. dollars for Endurance Bermuda, Endurance U.S. Reinsurance, Endurance American and Endurance American Specialty and British Sterling for Endurance U.K. The reporting currency for all entities is U.S. dollars. The Company maintains a portion of its investments and liabilities in currencies other than the U.S. dollar. The Company has made a significant investment in the capitalization of Endurance U.K. Endurance U.K. is subject to the United Kingdom’s Financial Services Authority rules concerning the matching of the currency of its assets to the currency of its liabilities. Depending on the profile of Endurance U.K.’s liabilities, it may be required to hold some of its assets in currencies corresponding to the currencies of its liabilities. The Company may, from time to time, experience losses resulting from fluctuations in the values of foreign currencies, which could have a material adverse effect on the Company’s results of operations.

Assets and liabilities of foreign operations whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date. Revenues and expenses of such foreign operations are translated at average exchange rates during the year. The effect of the translation adjustments for foreign operations is included in accumulated other comprehensive income.

Other monetary assets and liabilities denominated in foreign currencies are revalued at the exchange rates in effect at the balance sheet date with the resulting foreign exchange gains and losses included in earnings. Revenues and expenses denominated in foreign currencies are translated at the prevailing exchange rate on the transaction date.

Effects of inflation

The effects of inflation could cause the severity of claims to rise in the future. The Company’s estimates for losses and loss expenses include assumptions about future payments for settlement of claims and claims handling expenses, such as medical treatments and litigation costs. To the extent inflation causes these costs to increase above reserves established for these claims, the Company will be required

31




to increase the reserve for losses and loss expenses with a corresponding reduction in its earnings in the period in which the deficiency is identified.

Cautionary statement regarding forward-looking statements

Some of the statements contained herein, and certain statements that the Company may make in press releases or that Company officials may make orally, may include forward-looking statements which reflect the Company’s current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to us in general and the insurance and reinsurance sectors specifically, both as to underwriting and investment matters. Statements which include the words ‘‘expect,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘project,’’ ‘‘anticipate,’’ ‘‘seek,’’ ‘‘will,’’ and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:

  the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, including those regarding contingent commissions, industry consolidation and development of competing financial products;
  greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices have anticipated;
  decreased demand for property and casualty insurance or reinsurance or increased competition due to an increase in capacity of property and casualty insurers and reinsurers;
  changes in the availability, cost or quality of reinsurance or retrocessional coverage;
  the inability to renew business previously underwritten or acquired;
  the inability to obtain or maintain financial strength or claims-paying ratings by one or more of our subsidiaries;
  our ability to effectively integrate acquired operations and to continue to expand our business;
  uncertainties in our reserving process, including the potential for adverse development of our loss reserves or failure of our loss limitation methods;
  Endurance Holdings or Endurance Bermuda becomes subject to income taxes in the United States or the United Kingdom;
  changes in tax laws or regulations applicable to us, our subsidiaries, brokers or customers;
  state, federal and foreign laws and regulations, which may impede our ability to obtain business, charge adequate rates or efficiently allocate capital;
  competition from state-sponsored insurance companies and risk pools;
  reduced acceptance of our products and services, including new products and services;
  loss of business provided by any one of a few brokers on whom we depend for a large portion of our revenue, and our exposure to the credit risk of our brokers;
  assessments by states for high risk or otherwise uninsured individuals;
  the impact of acts of terrorism and acts of war;
  the effects of terrorist related insurance legislation and laws;
  loss of key personnel;
  political stability of Bermuda;

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  changes in accounting policies or practices;
  our investment performance;
  the need for additional capital in the future which may not be available or only available on unfavorable terms; and
  changes in general economic conditions, including inflation, foreign currency exchange rates, interest rates, and other factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the 2006 Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 4. Controls and Procedures

a)    Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

b)    Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s first fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II
OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various legal proceedings generally arising in the normal course of our business. While any proceeding contains an element of uncertainty, we do not believe that the eventual outcome of any litigation or arbitration proceeding to which we are presently a party could have a material adverse effect on our financial condition or business. Pursuant to our insurance and reinsurance agreements, disputes are generally required to be finally settled by arbitration.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2. Changes in Securities and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES


Period (a) Total
Number of Shares
Purchased (1)
(b) Average
Price Paid per
Share
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (1)(2)
(d) Maximum Number (or
Approximate Dollar Value)
of Shares that May Yet Be
Purchased Under the Plans
or Programs (1)(2)
January 1, 2007 — January 31, 2007 $ 1,425,100
February 1, 2007 — February 28, 2007 246,800 36.39 246,800 2,000,000
March 1, 2007 — March 31, 2007 613,300 34.39 613,300 1,386,700
Total 860,100 $ 34.96 860,100 1,386,700
(1) Ordinary shares or share equivalents.
(2) On February 28, 2007, the Company initiated a share repurchase program to replace its expiring program. Under this program, the Company may repurchase up to 2,000,000 of its ordinary shares and share equivalents. The repurchases may be accomplished in open market or privately negotiated transactions, from time to time, depending on market conditions. In addition, on March 26, 2007, the Company adopted a written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to facilitate the continuing repurchase of its ordinary shares in accordance with its share repurchase authorization.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submissions of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

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Item 6. Exhibits

(a)  The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:

Exhibit Number Description
10.1 Amended and Restated Credit Agreement, dated as of May 8, 2007, among the Company, various designated subsidiary borrowers, various lending institutions and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2 Amended and Restated Pledge and Security Agreement, dated as of May 8, 2007, by and among the Company, various designated subsidiary borrowers, The Bank of New York, as Collateral Agent, The Bank of New York, as Custodian and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3 Amended and Restated Account Control Agreement, dated as of May 8, 2007, by and among the Company, Endurance Specialty Insurance Ltd., Endurance U.S. Holdings Corp., Endurance Worldwide Holdings Limited, Endurance Worldwide Insurance Limited and The Bank of New York, as Custodian.
10.4 2007 Equity Incentive Plan
10.5 Form of Restricted Share Agreement
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENDURANCE SPECIALTY HOLDINGS LTD.


Date: May 10, 2007 By: /s/ Kenneth J. LeStrange
      Kenneth J. LeStrange
Chairman of the Board, Chief Executive Officer,
President
Date:     May 10, 2007 By: /s/ Michael J. McGuire
      Michael J. McGuire
Chief Financial Officer (Principal Financial Officer)

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