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January 12, 2024
Mark Cloutier
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Registration Statement on Form F-1
Filed December 20, 2023
File No. 333-276163
Dear Mark Cloutier:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss how
to submit the materials, if any, to us for our review.
2.Please revise your business, risk factors and management's discussion and analysis
sections to discuss any geographic concentrations and discuss the ways in which these
risks are managed. As an example only, we note your disclosure on pages 105 and 107
describing the negative impact on your financial results due to Hurricane Ian.

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 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 2
 FirstName LastNameMark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
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3.Please revise your cover page, summary, and risk factors sections to disclose
your multiple class share structure (common shares and various preferred shares, such as
fixed-to-floating rate perpetual non-cumulative preference Shares (“AHL PRC
Shares”), 5.625% perpetual non-cumulative preference shares (“AHL PRD Shares”), and
5.625% perpetual non-cumulative preference shares (“AHL PRE Shares”) represented by
depositary shares) and explain the nature of the disparate voting rights and the risks the
structure presents to investors.
4.We note that throughout the prospectus you often describe the industry and
your performance using compound annual growth rate ("CAGR"). Because CAGR
only represents two discrete snapshots in time, but does not show trends or events during
the period represented, please balance your disclosure by also including the annual rates
for the periods represented.
5.We note the statement on page 18 that "Lloyd’s is the world’s largest specialty insurance
marketplace." We also note the discussion of your syndicate, recent changes to your
strategy with respect to the Lloyd's market, and the cross reference on page 47 to the term
"Funds at Lloyd's." Please revise the summary section to explain the Lloyd's market in
plain English as well as your participation and financial relationships with and obligations
to the market.
Management's Discussion and Analysis, page 122
6.Please revise to quantify the significant contributors to material changes where multiple
factors generate such period-to-period changes, as well as the extent to which such
changes are attributable to changes in prices or to changes in volume. As non-exclusive
examples, we note the first two paragraphs on page 123 and the first paragraph after the
table on page 134.
7.Please revise to address the trends in inflation, increasing rates and the "higher rate
environment," as referenced elsewhere in your prospectus, including in the carryover risk
factor on pages 31-32, the first risk factor on page 38, and pages 117 and 130. We also
note references to trends in "higher economic uncertainty and inflation," for example on
page 107. However, we are unable to locate further discussion of these uncertainties and
trends responsive to Item 5.A. of Form 20-F. Please revise accordingly.
Liquidity and Capital Resources, page 145
8.Please revise to identify and summarize -- in quantified terms -- your principal sources of
liquidity, including letters of credit, credit facilities and other sources, including those
referenced on pages F-73 to F-76.
Business, page 160
9.We note that your website describes three business units -- insurance, reinsurance and
capital partners -- but your prospectus only describes insurance and reinsurance business

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 3
 FirstName LastNameMark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 3
units. Please revise to address the capital partners unit or tell us why you do not believe
such disclosure is material.
10.Please revise your business section to describe what percentage of your business is
derived from the United States market and from international markets and provide a
breakdown by business line as applicable.
Strong Balance Sheet, page 169
11.Please briefly explain your statement on page 170 that your "strong positioning as a go-
forward business is supported by the LPT transaction with Enstar, which provides
protection against deterioration on pre-2020 accident year carried reserves."
Conflicts Committee, page 177
12.Given the affiliation with Apollo, revise here or where appropriate to further clarify the
policies and procedures applicable to material transactions between Aspen Holdings
and/or its subsidiaries and Apollo or Apollo’s non-Aspen affiliates. Clarify the size and
type of transactions that the committee will be responsible for overseeing.
Exclusive Jurisdiction, page 212
13.We note that your forum selection provision identifies the Supreme Court of Bermuda as
the exclusive forum for certain litigation. Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
Exhibits
14.Refer to your disclosure on page 201 under "Material Contracts and Related Party
Transactions" section. Please file the investment management agreement with Apollo
Asset Management Europe PC LLP, as an exhibit to your registration statement or tell us
why you have not filed it.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 4
 FirstName LastName
Mark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 4
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert A. Ryan, Esq.