IPC HOLDINGS LTD
10-Q, 2000-11-14
LIFE INSURANCE
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<PAGE>   1
                                  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 QUARTERLY PERIOD 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:          0-27662

                               IPC HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
          BERMUDA                                        NOT APPLICABLE
------------------------------                  --------------------------------
<S>                                             <C>
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)
</TABLE>

   AMERICAN INTERNATIONAL BUILDING, 29 RICHMOND ROAD, PEMBROKE, HM 08, BERMUDA
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (441) 298-5100
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.       Yes X         No

The number of outstanding common shares par value U.S. $0.01 per share of IPC
Holdings, Ltd., as of November 10, 2000, was 25,033,932.

                                 TOTAL PAGES 15
                        EXHIBIT INDEX LOCATED ON PAGE 13


                                       1
<PAGE>   2
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       IPC HOLDINGS, LTD. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

 (Expressed in thousands of United States dollars, except for per share amounts)

<TABLE>
<CAPTION>
                                                                         As of                   As of
                                                                  September 30, 2000        December 31, 1999
                                                                       ---------                 ---------
                                                                      (unaudited)                (audited)
<S>                                                               <C>                       <C>
ASSETS:

Fixed maturity investments:
   Available for sale, at fair market value (Amortized
   cost 2000: $513,645; 1999: $501,424)                                $ 507,013                 $ 487,826
Equity investments, available for sale (Cost 2000:
$65,103; 1999: $70,699)                                                   70,957                    78,859
Cash and cash equivalents                                                 16,287                    28,069
Reinsurance balances receivable (Related party 2000:
$4,493; 1999: $3,886)                                                     35,102                    21,460
Deferred premiums ceded                                                    1,611                       384
Loss reserves recoverable (Related party 2000: $138;
1999: $459)                                                                1,377                     4,585
Accrued investment income                                                 11,766                    13,689
Deferred acquisition costs                                                 4,316                     1,980
Prepaid expenses and other assets                                          4,502                     4,090
                                                                       ---------                 ---------
                                                                       $ 652,931                 $ 640,942
                                                                       =========                 =========

LIABILITIES:

Reserve for losses and loss adjustment expenses                        $  68,875                 $ 111,441
Unearned premiums                                                         35,928                    16,364
Reinsurance balances payable (Related party 2000: $495;
1999: $119)                                                                2,263                     1,190
Deferred commissions                                                         295                        33
Accounts payable and accrued liabilities (Related party
2000: $751; 1999: $567)                                                    7,663                     6,983
                                                                       ---------                 ---------
                                                                         115,024                   136,011
                                                                       ---------                 ---------

SHAREHOLDERS' INVESTMENT:

Share capital (Common shares outstanding, par value
U.S.$0.01: 2000: 25,033,932; 1999: 25,033,932 shares) .                      250                       250
Additional paid-in capital                                               299,833                   299,833
Retained earnings                                                        238,602                   210,286
Accumulated other comprehensive (loss) income                               (778)                   (5,438)
                                                                       ---------                 ---------
                                                                         537,907                   504,931
                                                                       ---------                 ---------

                                                                       ---------                 ---------
                                                                       $ 652,931                 $ 640,942
                                                                       =========                 =========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements

                                       2
<PAGE>   3
                       IPC HOLDINGS, LTD. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

 (Expressed in thousands of United States dollars, except for per share amounts)

<TABLE>
<CAPTION>
                                                            Quarter ended September 30,           Nine Months ended September 30,
                                                         --------------------------------        --------------------------------
                                                              2000                1999              2000                 1999
                                                         ------------        ------------        ------------        ------------
<S>                                                      <C>                 <C>                 <C>                 <C>
REVENUES:
Gross premiums written                                   $     10,530        $      8,750        $     88,563        $     92,449
Premiums ceded                                                 (1,131)               (516)             (3,784)             (3,615)
                                                         ------------        ------------        ------------        ------------
Net written premiums                                            9,399               8,234              84,779              88,834
Change in unearned premium reserve                             10,796              13,065             (18,338)            (16,825)
                                                         ------------        ------------        ------------        ------------
Net premiums earned                                            20,195              21,299              66,441              72,009
Net investment income                                           7,861               7,511              23,271              22,575
Realized gains/(losses), net on investments                        13                 286                 315              30,464
                                                         ------------        ------------        ------------        ------------
                                                               28,069              29,096              90,027             125,048
                                                         ------------        ------------        ------------        ------------

EXPENSES:

Losses and loss adjustment expenses, net                        7,812              16,109              44,790              82,024
Acquisition costs, net                                          2,427               3,199               8,353              10,200
General and administrative expenses                             2,146               2,191               7,089               6,927
Exchange loss / (gain)                                            655                (200)              1,479                 (29)
                                                         ------------        ------------        ------------        ------------
                                                               13,040              21,299              61,711              99,122
                                                         ------------        ------------        ------------        ------------

                                                         ------------        ------------        ------------        ------------
NET INCOME                                               $     15,029        $      7,797        $     28,316        $     25,926
                                                         ============        ============        ============        ============


Basic net income per common share                        $       0.60        $       0.31        $       1.13        $       1.04
Diluted net income per common share                      $       0.59        $       0.30        $       1.12        $       0.99

Weighted average number of common shares - basic           25,033,932          25,033,932          25,033,932          25,033,932
Weighted average number of common shares - diluted         25,637,678          26,051,096          25,295,102          26,071,336
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                        3
<PAGE>   4
                       IPC HOLDINGS, LTD. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                (Expressed in thousands of United States dollars)

<TABLE>
<CAPTION>
                                                     Quarter ended September 30,          Nine months ended September 30,
                                                     ---------------------------          -------------------------------
                                                       2000               1999               2000               1999
                                                     --------           --------           --------           --------
<S>                                                  <C>                <C>                <C>                <C>
NET INCOME                                           $ 15,029           $  7,797           $ 28,316           $ 25,926
                                                     --------           --------           --------           --------
OTHER COMPREHENSIVE INCOME (LOSS):
    Holding (losses ) gains, net on
      investments during period                         5,700             (6,001)             4,975            (11,812)
    Reclassification adjustment for (gains)
      losses included in net income                       (13)              (286)              (315)           (30,464)
                                                     --------           --------           --------           --------
                                                        5,687             (6,287)             4,660            (42,276)
                                                     --------           --------           --------           --------

COMPREHENSIVE INCOME (LOSS)                          $ 20,716           $  1,510           $ 32,976           $(16,350)
                                                     ========           ========           ========           ========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                        4
<PAGE>   5
                       IPC HOLDINGS, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                (Expressed in thousands of United States dollars)

<TABLE>
<CAPTION>
                                                                  Nine months ended September 30,
                                                                  -------------------------------
                                                                    2000                   1999
                                                                  ---------             ---------
                                                                 (unaudited)           (unaudited)
<S>                                                              <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                        $  28,316             $  25,926
Adjustments to reconcile net income to cash provided
    by operating activities:
    Amortization of investment premium, net                            (293)                   25
    Realized (gains) losses, net on investments                        (315)              (30,464)
    Changes in, net:
       Reinsurance balances receivable                              (13,642)              (16,178)
       Funds held by reinsured companies                                  0                 2,434
       Deferred premiums ceded                                       (1,227)               (1,059)
       Loss reserves recoverable                                      3,208                (4,321)
       Accrued investment income                                      1,923                 2,547
       Deferred acquisition costs                                    (2,336)               (2,171)
       Prepaid expenses and other assets                               (412)                 (791)
       Reserve for losses and loss adjustment expenses              (42,566)               36,820
       Unearned premiums                                             19,564                17,884
       Reinsurance balances payable                                   1,073                 2,119
       Deferred commissions                                             262                    90
       Accounts payable and accrued liabilities                         680                  (252)
                                                                  ---------             ---------
                                                                     (5,765)               32,609
                                                                  ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed maturity investments                             (174,304)             (267,208)
Proceeds from sale of fixed maturity investments                    149,894               191,000
Proceeds from maturities of fixed maturity investments               12,000                45,050
Purchases of equity investments                                      (4,367)              (80,754)
Proceeds from sale of equity investments                             10,760               109,741
                                                                  ---------             ---------
                                                                     (6,017)               (2,171)
                                                                  ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

Additional share capital                                                  0                     0
Cash dividends paid to shareholders                                       0               (23,844)
                                                                  ---------             ---------
                                                                          0               (23,844)
                                                                  ---------             ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                (11,782)                6,594
CASH AND CASH EQUIVALENTS, beginning of period                       28,069                20,966
                                                                  ---------             ---------
CASH AND CASH EQUIVALENTS, end of period                          $  16,287             $  27,560
                                                                  =========             =========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                        5
<PAGE>   6
                       IPC HOLDINGS, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (Expressed in thousands of United States dollars, except for per share amounts)
                                   (unaudited)


1.  GENERAL:

    The consolidated interim financial statements presented herein have been
    prepared on the basis of United States generally accepted accounting
    principles ("GAAP") and include the accounts of IPC Holdings, Ltd. (the
    "Company"), and its wholly owned subsidiaries, IPCRe Limited ("IPCRe") and
    IPCRe Services Limited ("Services" and, together with the Company and IPCRe,
    "IPC") and IPCRe Europe Limited, which is a wholly-owned subsidiary of
    IPCRe. In the opinion of management, these financial statements reflect all
    adjustments (consisting of normal recurring accruals) necessary for a fair
    presentation of the results of operations for the three and nine month
    periods ended September 30, 2000 and 1999, respectively, the balance sheet
    at September 30, 2000 and the cash flows for the nine month periods ended
    September 30, 2000 and 1999, respectively. These interim consolidated
    financial statements should be read in conjunction with the audited
    consolidated financial statements for the year ended December 31, 1999. The
    results of operations for any interim period are not necessarily indicative
    of results for the full year.

2.  DIVIDENDS:

    No dividends have been declared or paid in 2000 to date.


3.  NET INCOME PER SHARE:

    The Company has adopted Statement of Financial Accounting Standards No. 128,
    "Earnings per Share", which requires dual presentation of basic and diluted
    earnings per share. Diluted net income per common share is computed by
    dividing net income by the weighted average number of shares of common stock
    and common stock equivalents outstanding during the year. Stock options held
    by a shareholder of the Company were considered common stock equivalents and
    were included in the number of weighted average shares outstanding using the
    treasury stock method. Stock options granted to employees on February 15,
    1996, July 25, 1996, January 2, 1997, January 2, 1998, January 4, 1999,
    January 3, 2000 and July 3, 2000 were also considered common stock
    equivalents for the purpose of calculating diluted net income per common
    share.

4.  ACCOUNTING FOR DERIVATIVES:

    The Financial Accounting Standards Board ("FASB") issued Statement of
    Financial Accounting Standard No. 133 ("SFAS 133"), "Accounting for
    Derivative Instruments and Hedging Activities". Subsequently, FASB issued
    Statement of Financial Accounting Standard No. 137 ("SFAS 137"), which
    effectively deferred the implementation date of SFAS 133 to periods
    beginning after June 15, 2000. Management does not believe the impact of the
    adoption of SFAS 133 on the Company's financial position or results of
    operations to be material.

5.  DEPOSIT ACCOUNTING:

     In October, 1998 the American Institute of Certified Public Accountants
     ("AICPA") issued Statement of Position 98-7, "Accounting for Insurance and
     Reinsurance Contracts that do not Transfer Insurance Risk", which is
     effective for fiscal years beginning after June 15, 1999. IPCRe does not
     currently write or cede business that is affected by this Statement.



                                       6
<PAGE>   7
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    RESULTS OF OPERATIONS, QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999

    The following is a discussion of the results of operations and financial
    position of IPC Holdings, Ltd. References to "we", "our" or "IPC" mean IPC
    Holdings together with its wholly-owned subsidiaries, IPCRe Limited
    ("IPCRe"), and IPCRe Services Limited. This discussion should be read in
    conjunction with our Consolidated Financial Statements and related notes,
    for the quarter and nine months ended September 30, 2000.

    In the quarters ended September 30, 2000 and 1999, we wrote premiums of
    $10.5 million and $8.8 million, respectively, an increase of 20.3%. Written
    premiums in the quarter were higher due to the renewal of some programs that
    were written on January 1, 1999 for periods of eighteen months, as our
    clients sought to renew for periods extending past January 1, 2000. We also
    wrote business for new clients and additional business for existing clients.
    In addition, written premium volume benefitted from increases in premium
    rates, which were in the range of 5 to 10% for loss-free contracts, and
    approximately 10 to 20% for loss-impacted contracts. Written premiums also
    included reinstatement premiums of $0.3 million in the third quarter of
    2000, compared to $1.0 million of reinstatement premiums recorded in the
    same period in 1999. We ceded premiums of $1.1 million to IPCRe's
    proportional reinsurance facility in the third quarter of 2000, compared to
    $0.5 million ceded in the third quarter of 1999. This increase is also due,
    in part, to those contracts which were written last year for policy periods
    extending beyond January 1, 2000. Net premiums earned in the three months
    ended September 30, 2000 were $20.2 million, compared to $21.3 million in
    the same period in 1999, a decrease of 5.2%. Earned premiums were lower
    primarily because of the amount of reinstatement premiums written in the
    third quarter of 1999, which are fully earned when written.

    Net investment income was $7.9 million in the quarter ended September 30,
    2000, compared to $7.5 million for the quarter ended September 30, 1999, an
    increase of 4.7%. This increase is a result of an increase in the net yield
    of the portfolio.

    There was a small net realized gain from the sale of investments in the
    quarter ended September 30, 2000, compared to a gain of $0.3 million in the
    third quarter of 1999. Net realized gains and losses fluctuate from period
    to period, depending on the individual securities sold, as recommended by
    IPCRe's investment advisor.

    In the three months ended September 30, 2000, incurred losses were $7.8
    million, compared to $16.1 million in the third quarter of 1999. Incurred
    losses in the third quarter included the Kuwait National Petroleum explosion
    ($2.5 million), a satellite loss ($0.5 million) as well as some minor
    development of claims from prior years. In the third quarter of 1999,
    incurred losses included Hurricane Floyd in the United States, and the
    Turkish earthquake. Our loss and loss expense ratio (the ratio of losses and
    loss adjustment expenses to premiums earned) was 38.7% in the third quarter
    of 2000, compared to 75.6% in the third quarter of 1999.

    Acquisition costs incurred, which consist primarily of commissions and
    brokerage fees paid to intermediaries for the production of business, were
    $2.4 million for the quarter ended September 30, 2000, compared to $3.2
    million in the same period of 1999, a decrease of 24.1%. This decrease is
    due in part to the decrease in earned premiums, and because of reductions in
    the amounts paid or accrued for profit commissions. General and
    administrative expenses were $2.1 million in the quarter ended September 30,
    2000, compared to the $2.2 million incurred in the corresponding period in
    1999. This decrease is due primarily to reductions in administrative fees
    which are based on earned premiums, as well as general reductions in various
    operating expense categories. IPC's expense ratio (the ratio of acquisition
    costs plus general and administrative expenses to premiums earned) was 22.6%
    for the quarter ended September 30, 2000 compared to 25.3% for the
    corresponding period in 1999.

    The following table summarizes the loss and loss expense ratio, expense
    ratio and combined ratio (sum of loss and loss expense ratio, plus expense
    ratio) for the quarters ended September 30, 2000 and 1999, respectively:

<TABLE>
<CAPTION>
                                             Quarter ended September 30,
                                             ---------------------------
                                             2000                   1999
                                             ----                   ----
<S>                                          <C>                   <C>
    Loss & loss expense ratio                38.7%                  75.6%
    Expense ratio                            22.6%                  25.3%
    Combined ratio                           61.3%                 100.9%
</TABLE>

    Our net income for the quarter ended September 30, 2000 was $15.0 million,
    compared to $7.8 million for the corresponding period in 1999, an increase
    of 92.8%. Excluding the effects of net realized gains and losses arising
    from the sale of investments, net operating income for the third quarter of
    2000 was $15.0 million, compared to $7.5 million for the third quarter of
    1999, an increase of 99.9%. This increase is primarily the result of lower
    losses and lower expenses, as discussed above.



                                       7
<PAGE>   8
    RESULTS OF OPERATIONS, NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

    For the nine months ended September 30, 2000 and 1999, we wrote premiums of
    $88.6 million and $92.4 million, respectively, a decrease of 4.2%. Written
    premiums were lower due to the amount of reinstatement premium written in
    1999, resulting from the significantly higher loss activity in the period.
    The decline in written premiums was partially offset by new business and
    additional business written for existing clients. We also benefitted from
    increases in premium rates, which were in the range of 3 to 10% for
    loss-free contracts, and significant increases for loss-impacted contracts.
    We ceded premiums of $3.8 million to IPCRe's proportional reinsurance
    facility in the nine months ended September 30, 2000, compared to $3.6
    million ceded in the corresponding period of 1999. Net premiums earned in
    the nine months ended September 30, 2000 were $66.4 million, compared to
    $72.0 million in the same period in 1999, a decrease of 7.7%. Earned
    premiums were lower primarily because reinstatement premiums are fully
    earned when written.

    Net investment income was $23.3 million in the nine months ended September
    30, 2000, compared to $22.6 million for the nine months ended September 30,
    1999, an increase of 3.1%. This increase is a result of an increase in the
    net yield of the portfolio.

    There was a net realized gain from the sale of investments in the nine
    months ended September 30, 2000 of $0.3 million, compared to a gain of $30.5
    million in the corresponding period of 1999. Net realized gains and losses
    fluctuate from period to period, depending on the individual securities
    sold, as recommended by IPCRe's investment advisor. In February 1999, there
    was a reallocation within the portfolio, whereby the equity element was
    reduced from approximately 15% to 12%. In May 1999, we sold and subsequently
    repurchased all of the equity securities in our portfolio, realizing the
    gains which had been accumulating since their original purchase which also
    resulted in significant gains.

    In the nine months ended September 30, 2000, incurred losses were $44.8
    million, compared to $82.0 million in the corresponding period of 1999.
    Incurred losses in the first nine months of 2000 were primarily the result
    of the development of claims from the European storms that occurred in
    December 1999 and from Typhoon Bart, which struck Japan in late September
    1999. Catastrophe losses from these events have increased by $29.5 million
    during 2000. In addition, there has been the Kuwait National Petroleum
    explosion ($2.5 million), a Kentucky warehouse fire ($0.8 million) and a
    satellite loss ($0.5 million). In 1999, incurred losses included $6.3
    million from the Rouge Industries steel mill explosion, $39.4 million from
    the Sydney hailstorm in April, the tornadoes which struck various parts of
    the mid-West United States in May ($10.1 million), Hurricane Floyd ($6.0
    million) and the Turkish earthquake ($1.0 million). Our loss and loss
    expense ratio was 67.4% in the first nine months of 2000, compared to 113.9%
    in the corresponding period in 1999.

    Acquisition costs incurred were $8.4 million for the nine months ended
    September 30, 2000, compared to $10.2 million in the corresponding period of
    1999, a decrease of 18.1%. The reduction is due to the decrease in earned
    premiums, as well as reductions in the accruals of profit commissions and
    no-claims bonuses, because of losses on those contracts. General and
    administrative expenses were $7.1 million in the nine months ended September
    30, 2000, compared to the $6.9 million incurred in the corresponding period
    in 1999. This increase is due primarily to increases in various expense
    categories, including salaries and benefits, and data processing. IPC's
    expense ratio was 23.2% for the nine months ended September 30, 2000
    compared to 23.8% for the corresponding period in 1999.

    The following table summarizes the loss and loss expense ratio, expense
    ratio and combined ratio for the nine months ended September 30, 2000 and
    1999, respectively:

<TABLE>
<CAPTION>
                                             Nine months ended September 30,
                                             -------------------------------
                                              2000                   1999
                                              ----                   ----
<S>                                           <C>                   <C>
    Loss & loss expense ratio                 67.4%                 113.9%
    Expense ratio                             23.2%                  23.8%
    Combined ratio                            90.6%                 137.7%
</TABLE>

    Our net income for the nine months ended September 30, 2000 was $28.3
    million, compared to $25.9 million for the corresponding period in 1999, an
    increase of 9.2%. Excluding the effects of net realized gains and losses
    arising from the sale of investments, net operating income for the first
    nine months of 2000 was $28.0 million, compared to an operating loss of
    $(4.5) million for the first nine months of 1999, an increase of 717.0%.
    This increase is primarily the result of lower losses and lower acquisition
    costs, as discussed above.



                                       8
<PAGE>   9
    LIQUIDITY AND CAPITAL RESOURCES

    IPC Holdings is a holding company that conducts no reinsurance operations of
    its own. Its cash flows are limited to distributions from IPCRe and Services
    by way of loans or dividends. The dividends that IPCRe may pay are limited
    under Bermuda legislation and IPCRe's revolving credit facility. The Bermuda
    Insurance Act of 1978, and subsequent amendments thereto, require IPCRe to
    maintain a minimum solvency margin and a minimum liquidity ratio. The
    maximum dividend payable by IPCRe in accordance with Bermuda regulations as
    of January 1, 2000 was approximately $126 million, while none can be paid
    currently under the credit facility without a waiver from certain covenants.

    IPCRe's sources of funds consist of premiums written, investment income and
    proceeds from sales and redemptions of investments. Cash is used primarily
    to pay losses and loss adjustment expenses, premiums retroceded, brokerage
    commissions, excise taxes, general and administrative expenses and
    dividends. The potential for a large catastrophe means that unpredictable
    and substantial payments may need to be made within relatively short periods
    of time. Hence our cash flows fluctuate significantly from period to period.

    Net cash outflows from operating activities in the nine months ended
    September 30, 2000 were $(5.8) million compared to a net cash inflow from
    operations of $32.6 million in the corresponding period in 1999, which
    represents a decrease of 117.7%. The decrease is primarily the result of the
    significant amount of net claim payments in the nine months to September 30,
    2000, which totaled $79.9 million, compared to $49.3 million in the
    corresponding period of 1999.

    Net cash outflows from investing activities in the nine months ended
    September 30, 2000 were $(6.0) million. Cash and cash equivalents decreased
    by $11.8 million in the nine months ended September 30, 2000, resulting in a
    balance of $16.3 million at September 30, 2000. At September 30, 2000, 56.3%
    of IPC's fixed maturity portfolio (based on market value) was held in cash,
    United States Treasury notes and in securities rated AAA, and 26.8% was held
    in securities rated AA. The average modified duration of IPC's fixed
    maturity portfolio was 2.7 years. IPC's portfolio does not contain any
    investments in real estate or mortgage loans. We believe that IPCRe's $300
    million revolving credit facility, and the relatively high quality of its
    investment portfolio, provide sufficient liquidity to meet IPC's cash
    demands.

    Neither the Company, IPCRe nor Services have any material commitments for
    capital expenditures.

    YEAR 2000 DISCLOSURE STATEMENT

    IPCRe is principally an excess of loss property catastrophe reinsurer.
    IPCRe's reinsurance policies did not specifically include Y2K as a covered
    event and IPCRe did not intend to provide specific coverage for losses
    arising from Y2K events. We carefully monitored the terms of policy renewals
    with respect to the extent that they oblige us to provide such coverage and,
    with respect to renewals in 1999, we declined certain business.

    Although no significant property damage has been reported with Y2K as its
    primary cause, a limited number of commercial policyholders have sought a
    response from their property insurers for compensation for remedial costs.
    These cases involve a creative interpretation of the sue and labour clause
    in policies, which is designed to compensate policyholders for costs
    involved in efforts to mitigate losses from insured events. The outcome of
    these cases is uncertain but, given the limited number of cases, we
    currently believe that such cases are unlikely to have a significant impact,
    if any, on IPCRe's operations.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    Our investment managers performed a Value at Risk ("VaR") analysis, to
    estimate the maximum potential loss of fair value for each segment of market
    risk, as of June 30, 2000. VaR is a summary statistical measure that uses
    historical interest and foreign currency exchange rates and equity prices
    and estimates of the volatility and correlation of each of these rates and
    prices to calculate the maximum loss that could occur within a given
    statistical confidence level and time horizon. The analysis calculated the
    VaR with respect to the net fair value of our financial instrument assets as
    of June 30, 2000 using historical simulation methodology. Previous analyses
    performed as of December 31, 1998 and 1999, respectively, used the variance
    covariance (delta normal) methodology. At June 30, 2000 the VaR of IPCRe's
    investment portfolio was approximately $8.2 million, which represents a 95th
    percentile value change over a one-month time horizon. This result was
    obtained through historical simulation using approximately 750 days (3
    years) of historical interest rate and equity market data. There have been
    no material changes to the composition of IPCRe's investment portfolio since
    June 30, 2000. Accordingly, we do not believe that there has been any
    material change to the amount of market risk to which we are exposed, from
    June 30 to September 30, 2000.

    For certain non-U.S. dollar currencies, exchange rate movements have shown
    some volatility, especially the Euro and Australian dollar, which have
    declined by approximately 12% and 17%, respectively, since the beginning of
    the year.



                                       9
<PAGE>   10
    To reduce the potential impact of exchange rate movements between the U.S.
    dollar, Australian dollar and the Euro, on the liabilities arising out of
    the Sydney hailstorm of April 1999 and the European storms of December 1999,
    Australian Dollars and Euros were purchased in February 2000 for future
    delivery to match anticipated pay-out patterns of the liabilities. Such
    transactions were designed to provide a potential offset of the impact of
    exchange rate movements through asset/liability matching. From a risk
    perspective, we do not believe that the impact of such transactions on our
    overall VaR to be material. At September 30, 2000 we held U.S.$6.2 million
    in Australian dollar time deposits, and U.S.$3.4 million in Euro time
    deposits, and the following forward purchase agreements were outstanding:

<TABLE>
<CAPTION>
         Buy                             Sell                          Date
         ---                             ----                          ----
<S>                                      <C>                           <C>
         U.S.$0.00 million               (euro) 0.43 million           Nov. 24, 2000  (net transactions)
</TABLE>

    There were no forward purchase/sale contracts in effect during 1999.

    NOTE ON FORWARD-LOOKING STATEMENTS

    This report contains certain forward-looking statements within the meaning
    of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
    the Exchange Act. Forward-looking statements are statements other than
    historical information or statements of current condition. Some
    forward-looking statements may be identified by use of terms such as
    "believes", "anticipates", "intends", or "expects". These forward-looking
    statements include but are not limited to the outcome of Y2K litigation and
    the effect of currency forward purchase contracts and exchange rate
    movements. In light of the risks and uncertainties inherent in all
    forward-looking statements, the inclusion of such statements in this report
    should not be considered as a representation by the Company or any other
    person that the objectives or plans of the Company will be achieved.
    Numerous factors could cause the Company's actual results to differ
    materially from those in the forward-looking statements, or those achieved
    in the past, including: greater than expected severity or frequency of
    catastrophic events, reductions in pricing, or a decrease in demand for
    property catastrophe reinsurance, or changes in exchange rates and greater
    than expected currency exposure.



                                       10
<PAGE>   11
PART II-OTHER INFORMATION

    ITEM 1.           LEGAL PROCEEDINGS

                NONE

    ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                NONE

    ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                NONE

    ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                NONE

    ITEM 5.           OTHER INFORMATION

                NONE

    ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                      (a) Exhibits

                      Unless otherwise indicated, exhibits are incorporated by
                      reference to the corresponding numbered exhibits to the
                      Company's Registration Statement on Form S-1 (Registration
                      No. 333-00088).

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER         DESCRIPTION
       ------         -----------
<S>                   <C>
         3.1          Memorandum of Association of the Company
         3.2          Amended and Restated Bye-laws of the Company
         3.3          Form of Memorandum of Increase of Share Capital
        11.1*         Reconciliation of basic and diluted net income per common share ("EPS").
        27.1*         Financial Data Schedule
</TABLE>

            * Filed herewith



                      (b) Reports on Form 8-K

                      NONE



                                       11
<PAGE>   12
                               IPC HOLDINGS, LTD.

                                   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.



                                      IPC HOLDINGS, LTD.
                                         (REGISTRANT)




       DATE  NOVEMBER 10, 2000                /s/ James P. Bryce
                                      JAMES P. BRYCE
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER




       DATE  NOVEMBER 10, 2000                   /s/ John R. Weale
                                      JOHN R. WEALE
                                      VICE PRESIDENT AND CHIEF FINANCIAL OFFICER



                                       12
<PAGE>   13
                                  EXHIBIT INDEX



    Unless otherwise indicated, exhibits are incorporated by reference to the
corresponding numbered exhibits to the Company's Registration Statement on Form
S-1 (Registration No. 333-00088).

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER         DESCRIPTION
       ------         -----------
<S>                   <C>
         3.1          Memorandum of Association of the Company
         3.2          Amended and Restated Bye-laws of the Company
         3.3          Form of Memorandum of Increase of Share Capital
        11.1*         Reconciliation of basic and diluted net income per common share ("EPS")
        27.1*         Financial Data Schedule
</TABLE>

            *Filed herewith



                                       13


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