---

---

PART I	FINANCIAL INFORMATION

•	the cyclical nature of the re(insurance) business leading to periods with excess underwriting capacity and unfavorable premium rates,

•	the occurrence and magnitude of natural and man-made disasters,

•	the impact of global climate change on our business, including the possibility that we do not adequately assess or reserve for the increased frequency and severity of natural catastrophes,

•	losses from war, terrorism and political unrest or other unanticipated losses,

•	actual claims exceeding our loss reserves,

•	general economic, capital and credit market conditions,

•	the failure of any of the loss limitation methods we employ,

•	the effects of emerging claims, coverage and regulatory issues, including uncertainty related to coverage definitions, limits, terms and conditions,

•	our inability to purchase reinsurance or collect amounts due to us,

•	the breach by third parties in our program business of their obligations to us,

•	difficulties with technology and/or data security,

•	the failure of our policyholders and intermediaries to pay premiums,

•	the failure of our cedants to adequately evaluate risks,

•	inability to obtain additional capital on favorable terms, or at all,

•	the loss of one or more key executives,

•	a decline in our ratings with rating agencies,

•	loss of business provided to us by our major brokers and credit risk due to our reliance on brokers,

•	changes in accounting policies or practices,

•	the use of industry catastrophe models and changes to these models,

•	changes in governmental regulations and potential government intervention in our industry,

•	failure to comply with certain laws and regulations relating to sanctions and foreign corrupt practices,

•	increased competition,

---

•	changes in the political environment of certain countries in which we operate or underwrite business including the United Kingdom's expected withdrawal from the European Union,

•	fluctuations in interest rates, credit spreads, equity securities prices and/or currency values,

•	the failure to successfully integrate acquired businesses or realize the expected synergies resulting from such acquisitions,

•	the failure to realize the expected benefits or synergies relating to the Company's transformation program and the integration of Novae Group plc,

•	changes in tax laws, and

•

the other factors including but not limited to those set forth under Item 1A, 'Risk Factors' and Item 7, 'Management’s Discussion and Analysis of Financial Condition and Results of Operations' included in our Annual Report on Form 10-K for the year ended December 31, 2017 as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC's website at www.sec.gov.

---

---

---

---

---

---

---

---

1.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

a)	Investments

•	requires equity investments (except those accounted for under the equity method of accounting, investments that are consolidated or those that meet a practicability exception) to be measured at fair value with changes in fair value recognized in net income,

•	simplifies the impairment assessment of equity investments without readily determinable values by requiring a qualitative assessment to identify impairment, eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost,

•	requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes,

•	requires separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liabilities in accordance with the fair value option,

•	requires the separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and

•	clarifies that the reporting organization should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the organization’s other deferred tax assets.

---

1.	the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified;

2.	the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

---

---

1.	whether any expired or existing contracts are or contain leases;

2.	the lease classification for any expired or existing leases; and

3.	initial direct costs for any existing leases.

---

---

---

---

(1)	Residential mortgage-backed securities ("RMBS") originated by U.S. government-sponsored agencies.

(2)	Commercial mortgage-backed securities ("CMBS").

(3)	Asset-backed securities (ABS) include debt tranched securities collateralized primarily by auto loans, student loans, credit card receivables, collateralized debt obligations ("CDOs") and collateralized loan obligations ("CLOs").

(4)	Municipals include bonds issued by states, municipalities and political subdivisions.

(5)	Represents the non-credit component of the other-than-temporary impairment ("OTTI") losses, adjusted for subsequent sales, maturities and redemptions. It does not include the change in fair value subsequent to the impairment measurement date.

---

---

---

(1)	Effective January 1, 2018, the Company adopted ASU No. 2016-01 which requires equity securities to be measured at fair value with changes in fair value recognized in net income therefore equity securities at fair value are excluded from the table above at September 30, 2018.

---

---

•	Long/short equity funds: Seek to achieve attractive returns primarily by executing an equity trading strategy involving both long and short investments in publicly-traded equity securities.

•	Multi-strategy funds: Seek to achieve above-market returns by pursuing multiple investment strategies to diversify risks and reduce volatility. This category includes funds of hedge funds which invest in a large pool of hedge funds across a diversified range of hedge fund strategies.

•	Event-driven funds: Seek to achieve attractive returns by exploiting situations where announced or anticipated events create opportunities.

•	Direct lending funds: Seek to achieve attractive risk-adjusted returns, including current income generation, by investing in funds which provide financing directly to borrowers.

•	Private equity funds: Seek to achieve attractive risk-adjusted returns by investing in private transactions over the course of several years.

---

•	Real estate funds: Seek to achieve attractive risk-adjusted returns by making and managing investments in real estate and real estate securities and businesses.

---

---

---

---

•	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•	Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or for which significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.

•	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The unobservable inputs reflect the Company's own judgments about assumptions that market participants might use.

---

---

---

---

---

---

---

---

---

(1)	Realized gains (losses) on fixed maturities, and realized and unrealized gains (losses) on other assets and other liabilities included in net income are included in net investment gains (losses). Realized and unrealized gains (losses) on other investments included in net income are included in net investment income.

(2)	Unrealized gains (losses) on fixed maturities are included in other comprehensive income ("OCI").

(3)	Change in unrealized investment gains (losses) relating to assets held at the reporting date.

---

---

5.	DERIVATIVE INSTRUMENTS

(1)	Asset and liability derivatives are classified within other assets and other liabilities in the Consolidated Balance Sheets.

(1)	Net asset and liability derivatives are classified within other assets and other liabilities in the Consolidated Balance Sheets.

---

---

---

---

---

---

---

(2)	Shares are repurchased from employees to satisfy withholding tax liabilities related to the vesting of restricted stock units.

---

11.	COMMITMENTS AND CONTINGENCIES

---

(1)

Effective January 1, 2018, the Company adopted ASU No. 2016-01. The adoption of this guidance resulted in a cumulative adjustment to reclassify unrealized investment gains on equity securities from accumulated other comprehensive income to retained earnings. As prescribed, the prior period has not been restated to conform to the current presentation. Refer to Item 1, Note 1 'Basis of Presentation and Significant Accounting Policies' to the Consolidated Financial Statements for additional information.

---

(1)	Amounts in parentheses are debits to net income (loss) available (attributable) to common shareholders.

---

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

---

•	Net income available to common shareholders of $43 million, or $0.52 per common share and diluted common share

•	Operating income(1) of $81 million, or $0.96 per diluted common share(1)

•	Gross premiums written of $1.4 billion

•	Net premiums written of $920 million

•	Net premiums earned of $1.2 billion

•	Estimated pre-tax catastrophe and weather-related losses of $92 million (insurance: $62 million and reinsurance: $30 million), or 7.5 points on current accident year loss ratio related to Hurricane Florence, Typhoon Jebi, U.S. weather-related events and the California Wildfires

•	Net favorable prior year reserve development of $46 million

•	Underwriting income(2) of $59 million and combined ratio of 97.9%

•	Net investment income of $114 million

•	Net investment losses of $18 million

•	Amortization of value of business acquired ("VOBA") of $39 million

•	Transaction and reorganization expenses of $16 million

•	Foreign exchange losses of $8 million

•	Total cash and investments of $15.4 billion; fixed maturities, cash and short-term securities comprise 89% of total cash and investments and have an average credit rating of AA-

•	Total assets of $24.8 billion

•	Reserve for losses and loss expenses of $12 billion and reinsurance recoverable of $3.4 billion

•	Total debt of $1.4 billion and the debt to total capital ratio of 20.7%

•	Common shareholders’ equity of $4.5 billion and book value per diluted common share of $52.70

(1)

Operating income (loss) and operating income (loss) per diluted common share are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. The reconciliations of non-GAAP measures to the most comparable GAAP financial measures (net income (loss) available (attributable) to common shareholders and earnings per diluted common share, respectively) are provided in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Results of Operations'.

(2)

Consolidated underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to net income (loss) before income taxes and interest in income (loss) of equity method investments, the most comparable GAAP measure, is presented in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Results of Operations'.

---

•	increased relevance in a select number of attractive specialty insurance and reinsurance markets and continued implementation of a more focused distribution strategy;

•	continued to grow a leadership position in business lines with strong growth potential including U.S. excess and surplus lines, and North America professional lines;

•	increased presence at Lloyd's of London ("Lloyd's") achieved through our acquisition of Novae Group plc ("Novae") which provides us with access to Lloyd's worldwide licenses and an extensive distribution network;

•	continued re-balancing of our portfolio towards less volatile lines of business that carry attractive rates;

•	launched a new phase of our transformation efforts, an enterprise-wide program to enhance all of our functions and position us to lead in a transforming industry;

•	continued improvement in the effectiveness and efficiency of our operating platforms and processes;

•	increased investment in data and analytics; and

•	broadened risk-funding sources and developed vehicles that utilize third-party capital.

---

---

---

---

---

(1)

Underwriting-related general and administrative expenses is a non-GAAP measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to total general and administrative expenses, the most comparable GAAP measure, also included corporate expenses of $24,643 and $27,933 for the three months ended September 30, 2018 and 2017, respectively, and $85,069 and $97,922 for the nine months ended September 30, 2018 and 2017, respectively. Refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Expenses (Revenues), Net' for additional information related to the corporate expenses. Also, refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures' for additional information.

(2)	Tax cost (benefit) of ($623) and $2,657 for the three months ended September 30, 2018 and 2017, respectively, and $(4,011) and $1,892 for the nine months ended September 30, 2018 and 2017, respectively. Tax impact is estimated by applying the statutory rates of applicable jurisdictions, after consideration of other relevant factors including the ability to utilize capital losses.

(3)

Tax cost (benefit) of ($1,870) and ($4,439) for the three months ended September 30, 2018 and 2017, respectively, and $(5,424) and $(4,242) for the nine months ended September 30, 2018 and 2017, respectively. Tax impact is estimated by applying the statutory rates of applicable jurisdictions, after consideration of other relevant factors including the tax status of specific foreign exchange transactions.

(4)	Tax cost (benefit) of ($2,389) and ($221) for the three months ended September 30, 2018 and 2017, respectively, and $(7,416) and $(221) for the nine months ended September 30, 2018 and 2017, respectively. Tax impact is estimated by applying the statutory rates of applicable jurisdictions.

(5)	Tax impact is nil.

(6)

Operating income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliations to the most comparable GAAP financial measures (net income (loss) available (attributable) to common shareholders) is provided in the table above, and a discussion of the rationale for the presentation of this item is included in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures'.

---

(1)	Refer to Item 1, Note 7 to our Consolidated Financial Statements 'Earnings per Common Share' for additional information on the dilution calculation.

(2)

Operating income (loss) per diluted common share is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measures (earnings per diluted common share) is provided in the table above, and a discussion of the rationale for the presentation of this item is included in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures'.

(3)	Annualized ROACE is calculated by dividing annualized net income (loss) available (attributable) to common shareholders for the period by the average common shareholders' equity determined by using the common shareholders' equity balances at the beginning and end of the period.

(4)

Annualized operating ROACE, a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K, is calculated by dividing annualized operating income (loss) for the period by the average common shareholders' equity. The reconciliation to ROACE, the most comparable GAAP measure, is presented above. Also refer to 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures' for additional information.

---

(1)

Ex-PGAAP operating income (loss), ex-PGAAP operating income (loss) per diluted common share and annualized ex-PGAAP operating return on average common equity are non-GAAP financial measures as defined in SEC Regulation S-K. The reconciliation to the most comparable GAAP financial measures, (net income (loss) available (attributable) to common shareholders, earnings (loss) per diluted common share, and annualized ROACE, respectively) are provided in the table above, and a discussion of the rationale for the presentation of these items is included in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures'.

(2)	Tax cost (benefit) of $(7,726) and $(29,808) for the three and nine months ended September 30, 2018, respectively. Tax impact is estimated by applying the statutory rates of applicable jurisdictions.

(3)	Tax cost (benefit) of $5,575 and $20,793 for the three and nine months ended September 30, 2018, respectively. Tax impact is estimated by applying the statutory rates of applicable jurisdictions.

---

---

---

---

(1)	Book value per diluted common share represents total common shareholders’ equity divided by the number of common shares and diluted common shares outstanding, determined using the treasury stock method. Cash settled awards are excluded.

---

---

(1)	Underwriting-related general and administrative expenses is a non-GAAP measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to total general and administrative expenses, the most comparable GAAP measure, is presented in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Results of Operations'.

(2)

Consolidated underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to income (loss) before tax and interest in income (loss) of equity investments, the most comparable GAAP measure, is presented in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Results of Operations'.

---

---

---

---

(1)

The general and administrative expense ratio includes corporate expenses not allocated to reportable segments of 2.0% and 2.7% for the three months ended September 30, 2018 and 2017, respectively, and 2.4% and 3.3% for the nine months ended September 30, 2018 and 2017, respectively. These costs are further discussed in 'Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Expenses (Revenues), Net'.

---

---

---

•	$16 million of net favorable prior year reserve development on property and other business primarily due to overall better than expected loss emergence related to the 2017 catastrophe events.

•	$10 million of net favorable prior year reserve development on professional lines business related to the 2015 accident year due to the recognition of better than expected development.

•	$11 million of net adverse prior year reserve development on liability business primarily related to the 2015 accident year due to reserve strengthening within our U.S. excess casualty book of business mainly driven by a higher frequency of large auto and general liability claims.

•	$6 million of net favorable prior year reserve development on property and other business, primarily related to accident years 2013 and 2014 due to the recognition of better than expected development.

•	$2 million of net favorable prior year reserve development on marine business, primarily related to the 2015 accident year and primarily driven by better than expected development.

•	$56 million of net favorable prior year reserve development on property and other business primarily due to overall better than expected loss emergence related to the 2017 catastrophe events.

•	$14 million of net favorable prior year reserve development on marine business on recent accident years due to better than expected loss emergence.

•	$12 million of net favorable prior year reserve development on professional lines business related to the 2015 accident year, partially offset by net adverse development on accident year 2017.

•	$18 million of net adverse prior year reserve development on liability business mainly related to the 2015 and 2017 accident years due to reserve strengthening within our U.S. excess casualty book of business mainly driven by a higher frequency of large auto and general liability claims.

•	$18 million of net favorable prior year reserve development on professional lines business, primarily related to accident years 2013 and 2014 due to the recognition of better than expected development.

•	$18 million of net favorable prior year reserve development on marine business, primarily related to accident years 2013, 2015 and 2016 driven by better than expected loss emergence.

•	$9 million of net favorable prior year reserve development on property and other business, primarily related to accident years 2012, 2014 and 2015 due to the recognition of better than expected development, partially offset by net adverse development on accident year 2016.

•	$6 million of net adverse prior year reserve development on liability lines, primarily attributable to reserve strengthening on two large claims within our run-off Bermuda excess casualty book of business impacting 2014 and prior accident years.

•	$11 million of net favorable prior year reserve development on liability business largely associated with multi-line contracts and due to overall better than expected loss emergence related to the 2017 catastrophe events.

•	$10 million of net favorable prior year reserve development on professional lines business reflecting the generally favorable experience on older accident years as we continue to transition to more experience based methods.

•	$7 million of net favorable prior year reserve development on motor business related to older accident years due to favorable experience on non proportional treaty business.

•	$6 million of net favorable prior year reserve development on credit and surety business due to generally better than expected loss emergence.

---

•	$17 million of net favorable prior year reserve development on credit and surety business, primarily related to accident years 2012 through 2015 driven by better than expected loss emergence.

•	$16 million of net favorable prior year reserve development on motor business, due to better than expected loss emergence emanating from all accident years, partially offset by the adverse impact of the recent change in the Ogden rate.

•	$9 million of net favorable prior year reserve development on professional lines business, primarily related to older accident years, for reasons discussed in the overview.

•	$26 million of net favorable prior year reserve development on property and other business due to overall better than expected loss emergence related to the 2017 catastrophe events and better than expected loss emergence on agriculture business.

•	$21 million of net favorable prior year reserve development on credit and surety business primarily related to older accident years due to generally better than expected loss emergence.

•	$19 million of net favorable prior year reserve development on liability business largely associated with multi-line contracts and due to overall better than expected loss emergence related to the 2017 catastrophe events, together with generally favorable experience reflecting the progressively increased weight given by management to experience based indications on older accident years.

•	$18 million of net favorable prior year reserve development on professional lines business reflecting the generally favorable experience on older accident years as we continue to transition to more experience based methods.

•	$15 million of net favorable prior year reserve development on motor business related to older accident years due to favorable non proportional business.

•	$40 million of net favorable prior year reserve development on liability business, primarily related to accident years 2008 through 2010, for the reasons discussed in the overview.

•	$36 million of net favorable prior year reserve development on professional lines business, primarily related to accident years 2008 through 2012, for reasons discussed in the overview.

•	$18 million of net favorable prior year reserve development on credit and surety business, primarily related to accident year 2012 driven by better than expected loss emergence.

•	$18 million of net favorable prior year reserve development on property and other business, primarily related to 2013, 2014 and 2016 accident years driven by overall better than expected loss emergence, partially offset by net adverse prior year reserve development on accident year 2016.

•	$4 million of net adverse prior year reserve development on motor business related to the impact of the recent change in the Ogden rate, largely offset by continued better than expected loss emergence spanning multiple accident years.

---

---

---

---

---

---

---

---

---

---

---

---

(1)	Pre-tax yield is calculated by dividing annualized net investment income by the average month-end amortized cost balances for the periods indicated.

(1)	The pre-tax return on other investments is calculated by dividing total net investment income from other investments (non-annualized) by the average month-end fair value balances held for the periods indicated.

---

---

(1)	Change in net unrealized gains (losses) on fixed maturities is calculated by taking net unrealized gains (losses) at period end less net unrealized gains (losses) at the prior period end.

(2)	The average cash and investments balance is calculated by taking the average of the month-end fair value balances held for the periods indicated.

(3)

Pre-tax total return on cash and investments excluding foreign exchange rate movements is a non-GAAP financial measure as defined in SEC Regulation S-K. The reconciliation to pre-tax total return on cash and investments, the most comparable GAAP financial measure, included foreign exchange gains (losses) of $(10) million and $22 million for the three months ended September 30, 2018 and 2017, respectively, and foreign exchange gains (losses) of $(28) million and $62 million for the nine months ended September 30, 2018 and 2017, respectively.

(1)	Includes restricted cash and cash equivalents of $699 million and $415 million at September 30, 2018 and at December 31, 2017, respectively.

---

(1)	Includes bonds issued by states, municipalities, and political subdivisions.

(2)	Includes U.S. government-sponsored agencies, Residential mortgage-backed securities ("RMBS") and Commercial mortgage-backed securities ("CMBS").

(3)	Non-investment grade and non-rated securities.

---

---

---

---

•	reserves for losses and loss expenses;

•	reinsurance recoverable balances;

•	premiums;

•	fair value measurements for our financial assets and liabilities; and

•	assessments of other-than-temporary impairments.

---

(1)	Assumes 10% change in underlying currencies relative to the U.S. dollar.

---

(a)	Shares are repurchased from employees to satisfy withholding tax liabilities upon the vesting of restricted stock units.

(b)

On July 5, 2017, following the offer to acquire Novae Group plc ("Novae"), the Company suspended its open market share repurchase program. On October 2, 2017, AXIS Capital acquired the shares of Novae. On December 31, 2017, authorization under the Board-authorized share repurchase plan for common share repurchases through 2017 expired. A common share repurchase plan has not been authorized for 2018.

---

†	Filed herewith.

---

---