TRANSATLANTIC HOLDINGS INC
10-Q, 2000-11-13
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

                                  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 QUARTER ENDED SEPTEMBER 30, 2000

                                       OR

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


              For the Transition Period From _________ to ________

                    Commission File Number       1-10545
                                              --------------


                          TRANSATLANTIC HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                    13-3355897
      -------------------------------------       --------------------------
      (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)               Identification Number)


          80 Pine Street, New York, New York           10005
      ------------------------------------------    --------------------------
      (Address of principal executive offices)       (Zip Code)


     Registrant's telephone number, including area code    (212) 770-2000
                                                        ------------------------


                                      NONE
--------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     YES      X                        NO
                         ------------                     ----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 2000       34,760,952
                                         -----------------








<PAGE>




                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                                          (Unaudited)
                                                                                             2000            1999
                                                                                          ----------      ----------
                                      ASSETS                                        (in thousands, except share data)

<S>                                                                                       <C>            <C>
Investments and cash:
      Fixed maturities:
          Bonds held to maturity, at amortized cost (market value: 2000-$978,721;
               1999-$1,083,740)                                                           $  946,406     $ 1,062,968
          Bonds available for sale, at market value (amortized cost: 2000-$2,475,939;
               1999-$2,479,930)                                                            2,454,391       2,399,158
      Equities:
          Common stocks available for sale, at market value (cost: 2000-$398,857;
               1999-$408,465)                                                                489,789         537,149
          Nonredeemable preferred stocks available for sale, at market value
               (cost: 2000-$27,084; 1999-$52,324)                                             25,259          51,192
      Other invested assets                                                                  191,614         173,043
      Short-term investments, at cost which approximates market value                          9,991           5,935
      Cash and cash equivalents                                                              126,540         104,017
                                                                                         -----------      ----------
               Total investments and cash                                                  4,243,990       4,333,462
Accrued investment income                                                                     75,651          73,578
Premium balances receivable, net                                                             232,341         208,525
Reinsurance recoverable on paid and unpaid losses and loss adjustment expenses:
      Affiliates                                                                             262,216         294,147
      Other                                                                                  296,418         274,414
Deferred acquisition costs                                                                    75,423          71,022
Prepaid reinsurance premiums                                                                  41,822          32,188
Deferred income taxes                                                                        157,584         153,548
Other assets                                                                                  33,045          39,314
                                                                                         -----------     -----------
               Total assets                                                              $ 5,418,490     $ 5,480,198
                                                                                         ===========     ===========


             LIABILITIES AND STOCKHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses                                               $ 3,084,849     $ 3,304,931
Unearned premiums                                                                            426,042         397,783
Reinsurance balances payable                                                                  63,374          82,942
Other liabilities                                                                             49,119          52,025
                                                                                         -----------     -----------
               Total liabilities                                                           3,623,384       3,837,681
                                                                                         -----------     -----------
               Commitments and contingent liabilities
Preferred Stock, $1.00 par value; shares authorized: 5,000,000                                     -               -
Common Stock, $1.00 par value; shares authorized: 100,000,000;
      shares issued: 2000-35,560,952; 1999-35,527,822                                         35,561          35,528
Additional paid-in capital                                                                   201,993         200,567
Accumulated other comprehensive income                                                        22,332          18,212
Retained earnings                                                                          1,545,220       1,398,210
Treasury Stock, at cost; 800,000 shares                                                      (10,000)        (10,000)
                                                                                         -----------     -----------
               Total stockholders' equity                                                  1,795,106       1,642,517
                                                                                         -----------     -----------
               Total liabilities and stockholders' equity                                $ 5,418,490     $ 5,480,198
                                                                                         ===========     ===========

</TABLE>



The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 1 -










<PAGE>

                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                     Three Months Ended                   Nine Months Ended
                                                                        September 30,                        September 30,
                                                                   2000              1999               2000              1999
                                                            ----------------   --------------     --------------    --------------

                                                                                (in thousands, except per share data)

<S>                                                         <C>               <C>                 <C>               <C>
Income:
       Net premiums written                                        $450,929         $401,473         $1,246,212        $1,118,734
       Increase in net unearned premiums                            (22,731)         (18,054)           (24,082)          (40,958)
                                                            ----------------   --------------     --------------    --------------

       Net premiums earned                                          428,198          383,419          1,222,130         1,077,776
       Net investment income                                         58,369           58,465            174,826           172,273
                                                            ----------------   --------------     --------------    --------------

                                                                    486,567          441,884          1,396,956         1,250,049
                                                            ----------------   --------------     --------------    --------------

Expenses:
       Net losses and loss adjustment expenses                      310,290          298,986            894,076           800,875
       Net commissions                                              109,474           99,304            292,784           269,390
       Other operating expenses                                      13,139           12,583             39,216            38,325
       Increase in deferred acquisition costs                        (4,656)          (5,232)            (4,401)           (8,597)
                                                            ----------------   --------------     --------------    --------------

                                                                    428,247          405,641          1,221,675         1,099,993
                                                            ----------------   --------------     --------------    --------------

                                                                     58,320           36,243            175,281           150,056
Realized net capital gains                                            9,241            8,519             29,046            68,262
                                                            ----------------   --------------     --------------    --------------

Operating income                                                     67,561           44,762            204,327           218,318
Other income (deductions)                                               103              368               (634)              361
                                                            ----------------   --------------     --------------    --------------

Income before income taxes                                           67,664           45,130            203,693           218,679
Income taxes                                                         14,269            8,942             42,955            48,984
                                                            ----------------   --------------     --------------    --------------

       Net income                                                   $53,395          $36,188           $160,738          $169,695
                                                            ================   ==============     ==============    ==============

Net income per common share:
       Basic                                                          $1.54            $1.04              $4.63             $4.89
       Diluted                                                         1.53             1.04               4.60              4.87

Dividends per common share                                            0.135                -              0.395             0.235

Weighted average common shares outstanding:
       Basic                                                         34,759           34,714             34,746            34,699
       Diluted                                                       34,996           34,882             34,962            34,879

</TABLE>



The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                     - 2 -






<PAGE>


                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2000 and 1999
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                                               2000               1999
                                                                                            ----------          ---------

                                                                                                    (in thousands)

<S>                                                                                         <C>                 <C>
Net cash (used in) provided by operating activities                                         $ (72,495)          $ 128,966
                                                                                            ---------           ---------

Cash flows from investing activities:
     Proceeds of bonds available for sale sold                                                237,550             354,757
     Proceeds of bonds held to maturity redeemed                                              123,807              59,122
     Proceeds of bonds available for sale redeemed or matured                                 263,102             167,814
     Proceeds of equities sold                                                                533,350             358,261
     Purchase of bonds held to maturity                                                        (5,989)             (3,683)
     Purchase of bonds available for sale                                                    (565,190)           (734,796)
     Purchase of equities                                                                    (449,015)           (302,883)
     Net purchase of other invested assets                                                    (21,213)            (40,810)
     Net (purchase) proceeds of short-term investments                                         (7,145)             13,993
     Change in other liabilities for securities in course of settlement                         7,386              46,265
     Other, net                                                                                   823              10,625
                                                                                            ---------           ---------
         Net cash provided by (used in) investing activities                                  117,466             (71,335)
                                                                                            ---------           ---------
Cash flows from financing activities:
     Dividends to stockholders                                                                (13,378)            (11,972)
     Proceeds from common stock issued                                                          1,459               2,035
     Net disbursements from reinsurance deposits                                               (3,637)            (19,802)
                                                                                            ---------           ---------
         Net cash from financing activities                                                   (15,556)            (29,739)
                                                                                            ---------           ---------
Effect of exchange rate changes on cash and cash equivalents                                   (6,892)              3,120
                                                                                            ---------           ---------
         Change in cash and cash equivalents                                                   22,523              31,012
Cash and cash equivalents, beginning of period                                                104,017              70,589
                                                                                            ---------           ---------
         Cash and cash equivalents, end of period                                           $ 126,540           $ 101,601
                                                                                            =========           =========

</TABLE>



The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 3 -







<PAGE>


                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                              Three Months Ended          Nine Months Ended
                                                                                 September 30,               September 30,
                                                                              2000          1999         2000          1999
                                                                           --------      --------     ---------     ---------
                                                                                             (in thousands)

<S>                                                                        <C>           <C>          <C>           <C>
Net income                                                                 $ 53,395      $ 36,188     $ 160,738     $ 169,695
                                                                           --------      --------     ---------     ---------

Other comprehensive (loss) income:
     Net unrealized appreciation (depreciation) of investments:
        Net unrealized holding gains (losses) arising during period          22,083       (80,901)       47,182      (125,341)
        Related income tax effect                                            (7,729)       28,314       (16,514)       43,868
        Reclassification adjustment for gains included in net income         (9,241)       (8,519)      (29,046)      (68,262)
        Related income tax effect                                             3,234         2,982        10,166        23,892
                                                                           --------      --------     ---------     ---------
                                                                              8,347       (58,124)       11,788      (125,843)
                                                                           --------      --------     ---------     ---------

     Net unrealized currency translation (loss) gain                        (14,840)       21,949       (11,798)       (6,086)
     Related income tax effect                                                5,195        (7,684)        4,130         2,129
                                                                           --------      --------     ---------     ---------
                                                                             (9,645)       14,265        (7,668)       (3,957)
                                                                           --------      --------     ---------     ---------

Other comprehensive (loss) income                                            (1,298)      (43,859)        4,120      (129,800)
                                                                           --------      --------     ---------     ---------

Comprehensive income (loss)                                                $ 52,097      $ (7,671)    $ 164,858     $  39,895
                                                                           ========      ========     =========     =========

</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                      - 4 -








<PAGE>



                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)





1.   General



      The condensed consolidated financial statements are unaudited, but have
been prepared on the basis of accounting principles generally accepted in the
United States and, in the opinion of management, reflect all adjustments
(consisting of normal accruals) necessary for a fair presentation of results for
such periods. The results of operations and cash flows for any interim period
are not necessarily indicative of results for the full year.


2.   Per Common Share Information


      Net income per common share for the periods presented has been computed
below in accordance with Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings Per Share," and is based on the weighted average number of common
shares outstanding.

<TABLE>
<CAPTION>

                                                                  Three Months Ended          Nine Months Ended
                                                                     September 30,              September 30,
                                                                    2000         1999          2000           1999
                                                                   -------      -------      --------       --------
                                                                      (in thousands, except per share data)

<S>                                                               <C>           <C>          <C>            <C>
Net income (numerator)                                             $53,395      $36,188      $160,738       $169,695
                                                                   =======      =======      ========       ========
Weighted average common shares outstanding
     used in the computation of net income per share:
     Average shares issued                                          35,559       35,514        35,546         35,499
     Less: Average shares in treasury                                  800          800           800            800
                                                                   -------      -------      --------       --------
     Average outstanding shares - basic (denominator)               34,759       34,714        34,746         34,699
     Average potential shares, principally stock options               237          168           216            180
                                                                   -------      -------      --------       --------
     Average outstanding shares - diluted (denominator)             34,996       34,882        34,962         34,879
                                                                   =======      =======      ========       ========

Net income per common share:
     Basic                                                          $ 1.54       $ 1.04        $ 4.63         $ 4.89
     Diluted                                                          1.53         1.04          4.60           4.87

</TABLE>


                                      - 5 -





<PAGE>


3.   Reinsurance



      Premiums written and earned and losses and loss adjustment expenses
incurred were comprised of the following:

<TABLE>
<CAPTION>


                                         Three Months Ended                 Nine Months Ended
                                           September 30,                       September 30,
                                       2000             1999              2000              1999
                                     --------         --------         ----------        ----------
                                                             (in thousands)

<S>                                  <C>            <C>               <C>                <C>
Gross premiums written               $514,128         $459,975         $1,407,596        $1,266,643
Reinsurance ceded                     (63,199)         (58,502)          (161,384)         (147,909)
                                     --------         --------         ----------        ----------
Net premiums written                 $450,929         $401,473         $1,246,212        $1,118,734
                                     ========         ========         ==========        ==========

Gross premiums earned                $488,500         $429,597         $1,373,880        $1,211,417
Reinsurance ceded                     (60,302)         (46,178)          (151,750)         (133,641)
                                     --------         --------         ----------        ----------
Net premiums earned                  $428,198         $383,419         $1,222,130        $1,077,776
                                     ========         ========         ==========        ==========

Gross incurred losses and
     loss adjustment expenses        $340,480         $318,887         $1,030,056        $  888,448
Reinsurance ceded                     (30,190)         (19,901)          (135,980)          (87,573)
                                     --------         --------         ----------        ----------
Net losses and loss
     adjustment expenses             $310,290         $298,986         $  894,076        $  800,875
                                     ========         ========         ==========        ==========

</TABLE>

4.  Dividends



     During the third quarter of 2000, the Board of Directors of Transatlantic
Holdings, Inc. declared a dividend of $4,700,000 or $0.135 per common share.



5.  Income Taxes



      Income taxes paid, net, in the third quarter totaled $20,493,000 and
$15,823,000 in 2000 and 1999, respectively. For the 2000 and 1999 nine month
periods, income taxes paid, net, totaled $46,546,000 and $58,770,000,
respectively.



                                      - 6 -






<PAGE>

6.   Segment Information



     The following table presents a summary of comparative financial data by
segment:

<TABLE>
<CAPTION>


                                                                      International
                                                                ------------------------
                                                 Domestic        Europe(3)        Other      Consolidated
                                                ----------      -----------     --------    --------------
                                                                      (in thousands)

<S>                                             <C>            <C>              <C>           <C>
Three Months Ended September 30, 2000:

Revenues(1)(2)                                   $282,162        $160,757        $52,889       $ 495,808
Income before income taxes(2)                      62,549          (1,558)         6,673          67,664


Three Months Ended September 30, 1999:

Revenues(1)(2)                                   $260,132        $148,519        $41,752       $ 450,403
Income before income taxes(2)                      54,818          (8,264)        (1,424)         45,130
</TABLE>

<TABLE>
<CAPTION>

                                                                      International
                                                               -------------------------
                                                 Domestic       Europe(3)         Other       Consolidated
                                                ----------     -----------      --------     --------------
                                                                      (in thousands)

<S>                                             <C>            <C>              <C>          <C>
Nine Months Ended September 30, 2000:

Revenues(1)(2)                                   $782,578        $484,558       $158,866     $ 1,426,002
Income before income taxes(2)                     188,673           3,023         11,997         203,693


Nine Months Ended September 30, 1999:

Revenues(1)(2)                                   $751,649        $439,028       $127,634     $ 1,318,311
Income before income taxes(2)                     207,745           7,903          3,031         218,679

</TABLE>


------------------------------
(1)  Revenues represent the sum of net premiums earned, net investment income
     and realized net capital gains.
(2)  Domestic revenues and income before income taxes include realized net
     capital gains of $7,399 and $8,390 for the three months ended September 30,
     2000 and 1999, respectively, and $25,816 and $67,414 for the nine months
     ended September 30, 2000 and 1999, respectively. Realized net capital gains
     (losses) for other segments in each of the periods presented is not
     material.
(3)  Includes revenues from the London, England office of $90,114 and $82,357
     for the three months ended September 30, 2000 and 1999, respectively, and
     $278,998 and $258,349 for the nine months ended September 30, 2000 and
     1999, respectively.


7.   Additional Information

      For further information, refer to the Transatlantic Holdings, Inc. Form
10-K filing for the year ended December 31, 1999 and Form 10-Q filings for the
first two quarters of 2000.


                                      - 7 -






<PAGE>

                  TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                               SEPTEMBER 30, 2000



OPERATIONAL REVIEW. The following table presents net premiums written, net
premiums earned and net investment income for the periods indicated:

<TABLE>
<CAPTION>

                                 Three Months Ended                      Nine Months Ended
                                     September 30,                          September 30,
                           -------------------------------    ---------------------------------
                               2000       1999     Change         2000         1999    Change
                           -------------------------------    ---------------------------------
                                                      (dollars in millions)

<S>                          <C>         <C>       <C>          <C>         <C>         <C>
Net premiums written         $450.9      $401.5    12.3%        $1,246.2    $1,118.7    11.4%
Net premiums earned           428.2       383.4    11.7          1,222.1     1,077.8    13.4
Net investment income          58.4        58.5    (0.2)           174.8       172.3     1.5

</TABLE>

         Net premiums written for the third quarter of 2000 exceeded the
comparable 1999 quarter principally as a result of increases in international
and domestic treaty business. The increase in international business was
primarily caused by significant increases in the automobile liability and
accident and health lines. Significant domestic net premiums written growth
occurred in the property and aircraft lines of business. For the nine month
periods, the increase in net premiums written was caused by increases in
international and domestic treaty business. Internationally, net premiums
written increased significantly in the accident and health and property lines.
Significant domestic increases occurred in the aircraft and accident and health
lines. International business represented 48.4 percent of worldwide net premiums
written for the first nine months of 2000 compared to 49.2 percent for the same
1999 period. While the pricing environment is generally improving, the
reinsurance marketplace worldwide remains competitive.

         The slight decrease in net investment income in the current quarter
compared to the same 1999 quarter was due to the negative impact of foreign
exchange on investment income earned by certain of our international locations
in the current period and the reduction in investments and cash caused by
negative operating cash flow in the first and second quarters of 2000, partially
offset by the impact of a slightly improved investment yield. The increase in
net investment income for the first nine months of 2000 versus the comparable
1999 period resulted from slightly improved investment yield, partially offset
by the negative impact of foreign exchange and negative cash flow for the first
nine months of 2000.

         The following table presents loss and loss adjustment expense ratios,
underwriting expense ratios and combined ratios for the periods indicated:

<TABLE>
<CAPTION>

                                          Three Months Ended     Nine Months Ended
                                             September 30,          September 30,
                                           ----------------      ------------------
                                           2000       1999        2000        1999
                                           ----------------      ------------------

<S>                                        <C>        <C>        <C>         <C>
Loss and loss adjustment
     expense ratio                         72.5        78.0       73.2        74.3
Underwriting expense ratio                 27.2        27.8       26.6        27.5
Combined ratio                             99.7       105.8       99.8       101.8

</TABLE>




                                       -8-






<PAGE>

TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONT'D
SEPTEMBER 30, 2000

         There were no significant catastrophe losses in the third quarter or
first nine months of 2000. The loss and loss adjustment expense ratios and the
combined ratios for the third quarter and first nine months of 1999 include the
impact of pre-tax catastrophe losses of $25 million. Excluding the impact of
pre-tax catastrophe losses, the third quarter and first nine months 1999
combined ratios would have been 99.3 and 99.5, respectively.

         The decrease in the underwriting expense ratio in the third quarter of
2000 compared to the same prior year period reflects a decrease of 0.4 in the
ratio of net commissions to net premiums written and a reduction of 0.2 to the
ratio of other operating expenses to net premiums written. The decrease in the
underwriting expense ratio for the first nine months of 2000 reflects a decrease
of 0.6 in the commission ratio and a decrease of 0.3 in the other operating
expense ratio.

         Pre-tax realized net capital gains on the disposition of investments
totaled $9.2 million in the third quarter of 2000 compared with $8.5 million for
the same period of 1999. For the first nine months of 2000 and 1999, pre-tax
realized net capital gains totaled $29.0 million and $68.3 million,
respectively. For the 1999 nine month period, the high level of realized net
capital gains were caused by the redeployment of a portion of the equity
portfolio generally into fixed income investments.

         For the third quarter of 2000, income before income taxes increased
49.9 percent to $67.7 million from $45.1 million recorded in the same period of
1999 due primarily to the impact of catastrophe losses in the 1999 period. For
the first nine months of 2000, income before income taxes totaled $203.7 million
versus $218.7 million in the comparable prior year period, a decrease of 6.9
percent. Income before income taxes in the first nine months of 2000 decreased
compared to the same prior year period principally due to a reduction in pre-tax
realized net capital gains offset, in part, by improved underwriting results due
to the absence of catastrophe losses and an increase in net investment income in
2000 compared to 1999.

         The effective tax rate for both the third quarter and first nine months
of 2000 was 21.1 percent, versus 19.8 percent and 22.4 percent for the third
quarter and first nine months of 1999, respectively. Tax exempt interest income
remained relatively level in 1999 and 2000 and represented a smaller portion of
pre-tax income in the higher effective tax rate periods.

         Income excluding after-tax realized capital gains for the 2000 third
quarter increased 54.6 percent to $47.4 million, or $1.35 per common share
(diluted), from $30.6 million, or $0.88 per common share (diluted), in the same
prior year quarter. For the first nine months of 2000, income excluding
after-tax realized capital gains increased 13.2 percent to $141.9 million, or
$4.06 per common share (diluted), compared to $125.3 million, or $3.60 per
common share (diluted), in the first nine months of 1999. The third quarter and
nine months 1999 results each include catastrophe losses, net of taxes, of $16.3
million, or $0.46 per common share (diluted).

         Net income for the third quarter of 2000 increased 47.5 percent to
$53.4 million compared to $36.2 million for the comparable prior year period. On
a diluted per common share basis, net income for the third quarters of 2000 and
1999 was $1.53 and $1.04, respectively. For the first nine months of 2000, net
income was $160.7 million versus $169.7 million in the same 1999 period, a
decrease of 5.3 percent. On a diluted per common share basis, net income was
$4.60 and $4.87 for the first nine months of 2000 and 1999, respectively.
Reasons for these fluctuations are as discussed above.

         In the third quarter of 2000, the Board of Directors declared a
quarterly dividend of $0.135 per common share to stockholders of record as of
November 30, 2000, payable on December 14, 2000.

         FINANCIAL CONDITION AND LIQUIDITY. Unpaid losses and loss adjustment
expenses, net of reinsurance recoverable thereon, declined $42.5 million
and $107.6 million for the third quarter and first nine months of 2000,
respectively. The decline in such net reserves was due, in large part, to
the payment of previously reserved claims, including 1999 catastrophe losses,
in the 2000 periods.




                                       -9-





<PAGE>

TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONT'D
SEPTEMBER 30, 2000


         Stockholders' equity totaled $1,795.1 million at September 30, 2000, an
increase of $152.6 million from year-end 1999. The increase in stockholders'
equity is primarily composed of net income of $160.7 million and an increase in
accumulated other comprehensive income of $4.1 million (consisting of an
increase in net unrealized appreciation of investments, net of taxes, of $11.8
million offset in part by a net unrealized currency translation loss, net of
taxes, of $7.7 million) less dividends of $13.8 million.

         Unrealized appreciation (depreciation) of investments, net of taxes, a
component of accumulated other comprehensive income, is subject to significant
volatility resulting from changes in the market value of bonds and equities
available for sale and other invested assets. Market values may fluctuate due to
changes in general economic conditions, market interest rates and other factors.

         For the first nine months of 2000, operating cash flow was negative,
a substantial reduction from the positive amounts reported in the comparable
1999 period. The reduction in cash flow for the first nine months of 2000 was
caused largely by a significant increase in paid losses. Paid loss levels
in 2000 were significantly elevated due, in part, to payments related to 1999
catastrophe losses and other previously reserved claims. Management believes
that the liquidity of Transatlantic Holdings, Inc. and subsidiaries (TRH) has
not materially changed since the end of 1999.

         TRH's operations are exposed to market risk. Market risk is the risk of
loss of fair market value resulting from adverse fluctuations in interest rates,
equity prices and foreign currency exchange rates.

         Measuring potential losses in fair values is the focus of risk
management efforts by many companies. Such measurements are performed through
the application of various statistical techniques. One such technique is Value
at Risk (VaR). VaR is a summary statistical measure that uses historical
interest and foreign currency exchange rates and equity prices and estimates the
volatility and correlation of each of these rates and prices to calculate the
maximum loss that could occur over a defined period of time given a certain
probability.

         TRH believes that statistical models alone do not provide a reliable
method of monitoring and controlling market risk. While VaR models are
relatively sophisticated, the quantitative market risk information generated is
limited by the assumptions and parameters established in creating the related
models. Therefore, such models are tools and do not substitute for the
experience or judgment of senior management.

         TRH has performed VaR analyses to estimate the maximum potential loss
of fair value for financial instruments for each type of market risk. In these
analyses, financial instrument assets include all investments and cash and
accrued investment income. Financial instrument liabilities include unpaid
losses and loss adjustment expenses, net of reinsurance, and unearned premiums.

         TRH calculated the VaR as of December 31, 1999 and 1998. Through
September 30, 2000 and 1999, the economic facts and circumstances have not
significantly changed from the respective prior year end. Therefore, the VaR
amounts at December 31, 1999 and 1998 are representative of the VaRs which could
be calculated at September 30, 2000 and 1999, respectively. The VaR calculations
as of December 31, 1999 and 1998 used the variance-covariance (delta-normal)
methodology. The calculation also used daily historical interest and foreign
currency exchange rates and equity prices in the two years ended December 31,
1999 and 1998, as applicable. The VaR model estimated the volatility of each of
these rates and equity prices and the correlation among them. For interest
rates, each country's yield curve was constructed using eleven separate points
on this curve to model possible curve movements. Inter-country correlations were
also used. The redemption experience of municipal and corporate fixed maturities
as well as the use of financial modeling were employed in the analysis process.
Thus, the VaR measured the sensitivity of the asset and the liability portfolios
to each of the aforementioned market risk exposures. Each sensitivity was
estimated separately to capture the market risk. The following table presents
the VaR of each component of market risk as of December 31, 1999 and 1998:



                                      -10-










<PAGE>

TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONT'D
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>

MARKET RISK                                           1999     1998
-----------                                           ----     ----
                                                      (in millions)

<S>                                                  <C>       <C>
Interest rate                                        $38       $24
Equity                                                65        62
Currency                                               8         8

</TABLE>

         Each sensitivity was then applied to a database which contained both
historical ranges of movements in all market factors and the correlations among
them. The results were aggregated to provide a single amount that depicts the
maximum potential loss in fair value at a confidence level of 95% for a time
period of one month. VaR with respect to the aggregate of the three components
of market risk cannot be derived by summing the individual risk amounts in the
table above. At December 31, 1999 and 1998, the VaR for TRH's financial
instruments were approximately $76 million and $69 million, respectively.

         ACCOUNTING STANDARDS. Statement of Financial Accounting Standards
(SFAS) No.133, "Accounting for Derivative Instruments and Hedging Activities",
issued by the Financial Accounting Standards Board in June 1998, as amended by
SFAS No. 137 and SFAS No. 138 in June 1999 and June 2000, respectively,
established accounting and reporting standards related to derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. These standards are effective for
TRH on January 1, 2001 and may not be applied retroactively. As of
September 30, 2000, TRH had no derivative instruments.

         In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101). SAB 101 provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. TRH believes that the impact of
SAB 101 on its results of operations, financial position or cash flows will not
be significant. SAB 101 is effective in the fourth quarter of 2000.

         OTHER MATTERS. The preceding "Management's Discussion" may include
forward-looking statements. Any statements contained herein that are not
historical facts, or that might be considered an opinion or projection, whether
expressed or implied, are meant as, and should be considered, forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are based on assumptions and opinions
concerning a variety of known and unknown risks. If any assumptions or opinions
prove incorrect, any forward-looking statements made on that basis may also
prove materially incorrect. Please refer to TRH's Annual Report on Form 10-K for
the year ended December 31, 1999 for a description of the business environment
in which TRH operates and the important factors that may affect its business.
TRH is under no obligation to (and expressly disclaims any such obligations to)
update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.




                                      -11-







<PAGE>

                           PART II - OTHER INFORMATION



ITEM #6 - EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits
               See accompanying Exhibit index.

          (b)  There were no reports on Form 8-K for the three
               months ended September 30, 2000.

          Omitted from this Part II are items which are
          inapplicable or to which the answer is negative for the
          period covered.



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          TRANSATLANTIC HOLDINGS, INC.
                                          ----------------------------
                                                 (Registrant)



                                             /s/ STEVEN S. SKALICKY
                                          -----------------------------
                                                 Steven S. Skalicky
                              On behalf of the registrant and in his capacity as
                              Executive Vice President - Chief Financial Officer
                                 (Principal Financial and Accounting Officer)




Dated November 13, 2000



                                     - 12 -







<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

     Exhibit
      Number                     Description                             Location
      ------                     -----------                             --------

<S>                         <C>                                      <C>
       27.0                 Financial data schedule                  Provided herewith.

</TABLE>



                                     - 13 -










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