TABLE OF CONTENTS




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|PART I  
|         | ITEM 1. BUSINESS                                                                             
|         | ITEM 2. PROPERTIES                                                                           
|         | ITEM 3. LEGAL PROCEEDINGS                                                                    
|         | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II 
|         | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                
|         | ITEM 6. SELECTED FINANCIAL DATA                                                              
|         | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
|         | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|         | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|         | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III
|         | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                  
|         | ITEM 11. EXECUTIVE COMPENSATION                                                              
|         | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                      
|         | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      
|PART IV 
|         | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                    
|         | SIGNATURES                                                                                   

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

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:0-25508

RTW, INC.
(Exact name of registrant as specified in its charter)

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|Minnesota                                     |  | 41-1440870                          
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|(State or other jurisdiction of incorporation |  | (I.R.S. Employer Identification No.)
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|or organization)                             

8500 Normandale Lake Boulevard, Suite 1400
Bloomington, MN 55437
(Address of principal executive offices and zip code)

Registrants telephone number, including area code: (612) 893-0403

Securities registered pursuant to 12(b) of the Act: None

Securities registered pursuant to 12(g) of the Act: Common Stock, no par value
Series A Junior Participating Preferred Stock

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: ( X )

As of March 28, 2000, 10,893,685 shares of Common Stock, no par value, were
outstanding. As of March 28, 2000, assuming as fair value the last sale price of
$6.0625 per share on The Nasdaq Stock Market, the aggregate fair value of shares
held by non-affiliates was approximately $56,400,000.

Documents incorporated by reference:

The Companys Proxy Statement for its annual meeting of shareholders to be held
in May 2000, a definitive copy of which will be filed with the Securities and
Exchange Commission within 120 days of December 31, 1999, is incorporated by
reference in Part III of this Report on Form 10-K.

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TABLE OF CONTENTS

PART I

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|Item 1. |  | Business                                             |  |  |  | 3 | 
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|        |  | Executive Officers of the Registrant                 |  |  |  | 8 | 
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|Item 2. |  | Properties                                           |  |  |  | 9 | 
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|Item 3. |  | Legal Proceedings                                    |  |  |  | 9 | 
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|Item 4. |  | Submission of Matters for a Vote of Security Holders |  |  |  | 9 | 

PART II

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|Item 5. |  | Market for Registrants Common Equity and Related Stockholder Matters                 |  |  | 10 | 
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|Item 6. |  | Selected Financial Data                                                               |  |  | 10 | 
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|Item 7. |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations |  |  | 11 | 
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|Item 7A |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 25 | 
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|Item 8. |  | Financial Statements and Supplementary Data                                           |  |  | 25 | 
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|Item 9. |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  |  | 43 | 

PART III

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|Item 10. |  | Directors and Executive Officers of the Registrant             |  |  | 43 | 
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|Item 11. |  | Executive Compensation                                         |  |  | 43 | 
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|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management |  |  | 43 | 
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|Item 13. |  | Certain Relationships and Related Transactions                 |  |  | 43 | 

PART IV

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|Item 14. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K |  |  | 43 | 
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|         |  | Signatures                                                       |  |  | 45 | 

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PART I




ITEM 1. BUSINESS

Overview

RTW, Inc. (the Company) provided comprehensive management products and
services to employers for their workers compensation programs in Minnesota,
Wisconsin, South Dakota, Colorado, Missouri, Illinois, Kansas, Michigan,
Indiana, Massachusetts, Connecticut, Rhode Island and New Hampshire during 1999.
The Company also had obtained licenses but was not yet operating in
Pennsylvania, Tennessee, Maryland, Arkansas, Iowa, Florida, New Jersey, Georgia,
North Carolina and Texas. The Company believes its proprietary management
approach substantially reduces wage replacement costs and medical expenses
resulting from workplace injuries. The Company focuses on controlling costs by
returning injured employees to work as soon as possible and by actively managing
all participants in the workers compensation system, including employers,
employees and medical care providers, as well as legal and judicial participants
in the workers compensation system. Elements of the Companys management
approach include:



| |  |  | thorough on-site evaluation of potential customers;                                
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| |  |  | active training of customers in the Companys procedures;                          
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| |  |  | prompt identification of potentially high-cost injuries; and                       
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| |  |  | rapid intervention in, and intensive management of, potentially high-cost injuries.

The Company has developed two proprietary management systems: (i) the RTW
SOLUTION(R), designed to lower employers workers compensation costs and return
injured employees to work as soon as possible, and (ii) the ID15(R) system,
designed to identify those injured employees who are likely to get stuck in the
workers compensation system. The Company combines its management systems with
insurance products underwritten by its insurance subsidiary to offer services to
customers. The Company also uses management techniques such as designated health
care providers, medical fee schedule review, utilization review and peer review
to control medical costs. In order to benefit directly from the use of its
proprietary methods, the Company combines its management services with workers
compensation insurance products underwritten by its wholly-owned subsidiary,
American Compensation Insurance Company (ACIC).

Industry

Workers compensation benefits are mandated and regulated by individual
states, and every state requires employers to provide wage replacement and
medical benefits to work accident victims regardless of fault. Virtually all
employers in the United States are required either to purchase workers
compensation insurance from a private insurance carrier, to obtain coverage from
a state managed fund or, if permitted by their state, to be self-insured.
Workers compensation laws generally mandate two types of benefits for injured
employees: (i) indemnity payments that consist of temporary wage replacement or
permanent disability payments and (ii) medical benefits that include expenses
related to diagnosis and treatment of the injury as well as rehabilitation, if
necessary. On an industry-wide basis, indemnity payments represent approximately
60% of benefits paid, while medical benefits account for the remaining 40%.

Workers compensation costs grew approximately 11.5% annually from 1960 to
1990. Premium growth flattened from 1991 to 1992 and has since declined by
approximately 8% through 1998. Estimated insurance premiums totaled
approximately $26.0 billion nationwide in 1997. This $26.0 billion includes: (i)
the traditional, or private residual market, estimated at $23.2 billion,
including commercial insurers and state operated assigned risk pools established
for high risk employers; and (ii) state funds, estimated at $2.8 billion,
operated in states in order to increase competition and stabilize the market.

Indemnity payments, which are established by legislative action, have
risen, in part, because of higher wage levels and increased state mandated
benefits. Medical expenses have also increased due to the general rise in the
cost of health care and the statutory requirement that employers provide
coverage of all compensable medical costs, without any copayment by the
employee. The Company believes the most significant factor affecting the cost of
workers compensation, however, results from incentives in the system for
injured employees to remain away from work and to continue collecting indemnity
payments and receiving medical treatment beyond the point that is necessary.

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The Company believes that workers compensation insurance companies have
not effectively controlled costs in the industry. Traditional insurance company
practices have focused on managing specific aspects of the system, such as
workplace safety, and on implementing certain medical cost containment measures.

While traditional efforts have reduced costs in certain areas, the Company
believes these efforts have not had a significant effect on the overall system
because they have not focused effectively on controlling indemnity payments. In
addition, the Company believes traditional efforts have addressed only certain
components of the workers compensation system, and have not provided a
comprehensive management approach specifically designed for the workers
compensation system.

The Companys Management Approach

The Company seeks to control workers compensation costs through a
proprietary management approach that is specifically designed for the workers
compensation system. The Companys management strategy seeks to reduce workers
compensation costs significantly through early intervention in each employee
injury and intensive management of all participants in the system, including
employers, injured employees and medical care providers, as well as legal and
judicial participants in the workers compensation system. Through early
intervention, the Company promptly identifies cases that have the potential to
result in significant expenses and acts to control these expenses before they
are incurred. The Company focuses on controlling indemnity payments for lost
wages, the largest component of workers compensation costs, by quickly
returning employees to work. As part of this strategy, the Company attempts to
return an injured employee to his or her original position if the employee is
capable, or to place the employee in a transitional, light-duty position until
the employee is able to resume his or her former position. By promptly returning
an employee to work, the Company has found that not only indemnity payments, but
also medical expenses per injury, are substantially reduced. In addition, the
Company uses management techniques such as designated health care providers,
medical fee schedule review, utilization review and peer review to control
medical costs.

The Company uses five-person operating teams to implement its management
approach. An operating team handles all of the claims for a specific group of
customers and is accountable within the Company for the loss experience of these
customers. Each team generally consists of three nurses, a statutory claims
administrator, and an assistant claims administrator / clerical support person.
A teams nurses are responsible for evaluating the medical condition of an
injured employee and monitoring the employees medical treatment. The claims
administrators are responsible for determining the eligibility of claims, paying
benefits in a timely manner and following statutory requirements for
administration of claims. The operating teams meet regularly to discuss
strategies for managing difficult claims and to review strategies and procedures
that have been particularly successful in resolving disputes.

The following sections summarize the Companys approach to managing the
various participants in the system.

Employers. Generally, each customer is assigned to an operating team
responsible for managing the customer relationship. Prior to accepting an
employer as a customer, members of an operating team conduct a risk assessment
and provide an explanation of the Companys methods and procedures to the
employer. The risk assessment forms a part of the Companys underwriting process
and includes an evaluation of the employers willingness to follow the Companys
procedures. As part of the insurance policy, the employer agrees to comply with
the Companys early intervention methods and to provide transitional, light-duty
work for injured employees until such time as they are able to resume their
normal positions. To ensure that the Companys early intervention techniques
succeed, the Company requests prompt notification from the employer of all
injuries, typically 24 to 48 hours after the employer learns of the injury.

The operating team is responsible for implementing a workers compensation
program for the customer, training the customers personnel in the Companys
methods and procedures and managing all reported injuries for this customer. The
operating team meets with the customer, provides loss reports showing current
claims status, conducts an annual account review and maintains active
communications on open injury matters. The operating team may make workplace
safety recommendations or retain a workplace safety engineering firm to assist
its customers to remedy work conditions that the operating team determines
constitute an inappropriate risk. In addition, the operating team may recommend
to the Companys management the cancellation or non-renewal of the policy for a
customer that fails to comply with the Companys procedures. To date, there have
not been a material number of policy cancellations or non-renewals due to the
failure by customers to comply with the Companys policies.

Employees. The Company focuses on identifying injuries that have the
greatest potential to result in significant expenses and acts quickly to control
expenses resulting from these injuries. The Companys experience has been that
approximately 15% of all injuries result in 85% of all workers compensation
expenses and that early identification

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of, and intervention in, these cases can lead to significant cost savings.
Within 48 hours of notice of an injury, the operating team typically evaluates
several factors, including the type of injury, the employees history of
injuries and whether the employee is absent from work, to determine whether the
injury is likely to involve significant expenses. In potentially high-cost
cases, a member of the operating team intervenes quickly by meeting with the
injured employee to assess the injury, assisting the injured employee in
obtaining medical care and rehabilitation and developing a plan to get the
employee back to work as soon as is appropriate. If the employee cannot
immediately return to his or her original position, the employer is required,
according to the terms of the insurance agreement, to provide a transitional
light-duty job that is consistent with the limits defined by the employees
medical care provider. If the employee refuses this transitional position, the
Company may terminate indemnity payments, but is required to continue to provide
appropriate medical benefits.

Medical Care Providers. The operating teams actively assess each injury,
monitor and manage the medical treatment and review the medical expenses of each
employees injury. Each injury report is reviewed by one of the Companys
nurses. The nurse typically contacts the physician treating the employee in
cases that involved days off from work or injuries that could involve
significant expense. In these cases, the physician is asked to provide his or
her diagnosis, plan of treatment and assessment of the employees physical
capabilities for transitional work. The Company has contracts with medical and
chiropractic physicians to provide consulting services and assessment of
proposed treatment plans for injured employees to the operating teams. These
physicians also discuss injured employee treatment plans with the employees
medical care providers. The goal is to ensure both an accurate diagnosis and
treatment of the injury and an understanding of the nature and extent of the
limits the diagnosis places on the employees ability to return to work in
either the original job or a transitional, light-duty position. The operating
team also monitors the health care provided to the injured employee to ensure
that the employee receives proper treatment for the injury and that the employee
does not receive services or procedures that are excessive, unnecessary or
unrelated to the particular injury. In addition, when the operating team
believes the diagnosis of an injury or the proposed rehabilitation treatment is
not appropriate, the operating team will arrange for a second opinion with an
independent medical examiner.

The medical cost management team reviews all bills submitted by medical
care providers to determine if the amounts charged for the treatments are
appropriate according to statutory fee schedules.

In Minnesota, Illinois and many other states, the Company cannot require
that an injured employee go to a specific physician or seek treatment from a
specific provider. Nevertheless, the Company attempts to assist the injured
employee in the selection of appropriate medical care providers. In Colorado,
Missouri and Michigan (for the first ten days after the injury) the Company can
require injured employees to go to a physician within a designated network of
medical care providers.

Management of Legal and Judicial Participants. The Company, through early
intervention, seeks to limit the number of disputes with injured employees. As
part of its early intervention process, the Company identifies injuries that are
not eligible for medical or indemnity payments, and denies the claim. The
Company may also deny a claim for indemnity payments when it determines that no
further payments are appropriate (for example, when an employee has been offered
transitional, light-duty work and has refused it). In these and other sets of
circumstances, the employee may engage a lawyer to represent his or her
interests. Generally, if the parties are unable to resolve the matter, the
workers compensation law mandates arbitration, subject to judicial review. For
cases that involve adversary proceedings, the Company engages one of several
lawyers who are familiar with the Companys philosophy and actively seeks to
resolve the dispute with the employees attorney. The Companys policy is to
contest all cases where the Company believes benefits are not appropriate under
applicable law.

Customers

The Company targets employers and associations that operate in industries
with relatively high workers compensation costs, such as manufacturing, retail,
wholesale, health care or hospitality industries and employers with a history of
workers compensation claim costs higher than the average in their industry.

The Companys average annual premium per policy increased to $26,900 in
1999 from $21,000 in 1998 and $22,000 in 1997 due to focused aggressive
re-underwriting in 1999. The Companys ten largest customers accounted for
approximately $6.5 million or 7.5% of the Companys premiums in force in 1999
compared to $4.4 million or 5.3% of the Companys premiums in force in 1998 and
$5.3 million or 6.7% of premiums in force in 1997. No customer accounted for
more than 5% of in force premiums in 1999, 1998 or 1997. The Company renewed
approximately 65.8% of the policies scheduled to expire in 1999 whereas
approximately 72.5% and 78% were renewed in 1998 and 1997, respectively.

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Currently, all of the Companys customers are in Minnesota, Wisconsin,
South Dakota, Colorado, Missouri, Illinois, Kansas, Michigan, Indiana,
Massachusetts, Rhode Island, Connecticut and New Hampshire. In addition to these
states, the Company is also currently licensed in Pennsylvania, Tennessee,
Maryland, Arkansas, Iowa, Florida, New Jersey, Georgia, North Carolina and
Texas. The Company currently has no intention to expand operations beyond the
present states in which it is currently operating but will reevaluate the
circumstances as opportunities arise.

Products

Substantially all of the Companys workers compensation products and
services are guaranteed-cost insurance policies. Under a guaranteed-cost policy,
the customer purchases an insurance policy underwritten by ACIC and pays the
Company a premium based on the customers aggregate payroll. The Company assumes
responsibility for all the indemnity and medical costs associated with the
customers workers compensation injuries and works closely with the customer in
managing the employers entire workers compensation program.

The Company determines the premium to be charged a customer based on
several factors, including: (i) the expected dollar loss per $100 of payroll for
the customers industry, (ii) the customers experience modifier, a measurement
of the difference between the customers past claims experience and its industry
average, and (iii) an upward or downward adjustment to the premium by the
Company based on its assessment of the risks associated with providing the
coverage for the specific customer and on competitive market prices. A
customers expected dollar loss and experience modifier are each determined by
an independent rating agency established or adopted by its state, based on a
three-year average of the claims experience of the customer and its industry.

In addition to standard guaranteed-cost policies, the Company offers, on a
limited basis, a deductible guaranteed-cost policy under which the customer is
responsible for all medical and indemnity expenses up to a specific dollar
amount, while the Company is responsible for medical and indemnity expenses over
this level. The Company provides the same comprehensive management services for
the deductible guaranteed-cost policies and the standard guaranteed-cost
policies.

Sales and Marketing

The Company sells its workers compensation products and services through
independent insurance agencies, including several large national agencies, as
well as one- or two-person agencies. Agencies are paid a commission, which
averaged 8.0% of the Companys gross premiums earned in 1999 compared to 8.0% of
gross premiums earned in 1998 and 7.8% of gross premiums earned in 1997. The
Companys ten highest producing agencies accounted for approximately $19.9
million or 22.8% of premium in force in 1999 compared to $19.1 million or 23.2%
of premiums in force in 1998 and $21.1 million or 26.9% of premiums in force in
1997. No agency accounted for more than 4.0% of premiums in force in 1999
compared to 3.4% of premiums in force in 1998 and 4.3% of premiums in force in
1997. The Company continually markets its products and services to its agencies
to keep them aware of developments in the Companys business. Each states
underwriting team is responsible for establishing and maintaining agency
relationships.

Reinsurance

The Company shares the risks and benefits of the insurance it underwrites
through reinsurance. The Company has in effect excess of loss policies under
which a reinsurer is paid a percentage of the Companys gross premiums earned,
and the reinsurer agrees to assume all risks relating to injuries over a
specific dollar amount on a per occurrence basis. Excess of loss coverage in
Minnesota is provided by a state established organization, the Minnesota
Workers Compensation Reinsurance Association (WCRA). In non-Minnesota states,
excess of loss coverage is purchased through private reinsurers.

In 1999, 1998 and 1997, the Company selected per occurrence levels in
Minnesota under the WCRA of $290,000, $280,000 and $1.1 million, respectively.
In 2000, Minnesota excess of loss coverage under the WCRA begins at $310,000.

In 1999, 1998 and 1997, the Company purchased non-Minnesota excess of loss
coverage primarily through General Reinsurance Corporation, rated A++ (Superior)
by A.M. Best. The excess of loss policies in effect during 1998 and 1997
provided reinsurance up to $9.5 million in excess of $500,000 per person per any
one loss and up to $40 million in excess of $10 million per occurrence ultimate
net loss. This excess of loss policy was effective January 1, 1997, and replaced
excess of loss policies that were terminated on December 31, 1996. Retention
under this excess of loss was reduced to $300,000 and coverage was expanded to
cover claims to statutory limits beginning January 1, 1999.

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In 1996, the non-Minnesota excess of loss policies provided reinsurance up
to $9.5 million in excess of $500,000 per person per any one loss and up to
$49.5 million in excess of $500,000 per occurrence ultimate net loss.
Transatlantic Reinsurance Company, rated A++ (Superior) by A.M. Best, is the
only reinsurance company that received more than 15% of the premiums paid for
reinsurance coverage under the 1996 excess of loss coverage.

For claims occurring on or after July 1, 1998, the Company purchased excess
of loss coverage through First Excess and Reinsurance Corporation, rated A
(Excellent) by A.M. Best that provides reinsurance up to $275,000 in excess of
$25,000 in all states except Minnesota where the coverage is $255,000 in excess
of $25,000 for 1998, $265,000 in excess of $25,000 for 1999 and $275,000 in
excess of $25,000 for 2000. This coverage reduces risk and volatility in the
Companys operating performance and is in effect through December 2000.

A.M. Best ratings are ratings based on a comparative analysis of the
financial condition and operating performance of insurance companies. A.M. Best
ratings are based upon factors of concern to insureds and are not directed
toward the protection of investors. See Competition.

Competition

The workers compensation industry is highly competitive. The Company
competes with large insurance companies, managed health care organizations,
state sponsored insurance pools and risk management consultants. Unlike the
Company, which offers only workers compensation products and services, these
competitors may offer additional products and services to employers, including
other forms of insurance. As a consequence, these competitors may have certain
advantages in pricing their workers compensation products. In addition, certain
of these competitors are offering a management approach similar to that offered
by the Company. Many of the Companys competitors have greater financial and
operating resources than the Company.

Competitive factors in the industry include premium rates, level of service
and ability to reduce claims expense. The Company believes that its workers
compensation insurance products are competitively priced and its premium rates
are typically lower than those for customers assigned to the state sponsored
risk pools. The Company also believes that its level of service and its ability
to reduce claims are strong competitive factors that have enabled it to retain
existing customers and attract new customers.

Large insurance companies exit and enter the workers compensation market
in different states depending on their appraisal of current market conditions.
As a result, many insurance companies stopped underwriting workers compensation
insurance during the early 1990s due to rising costs that were not matched by
reductions in statutory benefits or higher premium rates. In 1999, 1998 and
1997, the Company experienced increased market pressure as new carriers,
including large insurance companies and single line workers compensation
insurance companies, entered the market.

These large insurance companies compete primarily with the Company for
customers that have lower past claims experience or lower experience
modifiers. In Minnesota, decreases in statutory benefits during the past three
years have made it more attractive for large insurance companies to underwrite
workers compensation policies for these lower experience modifier customers. As
a result, the Company has experienced increased competition for the renewal of
workers compensation policies with customers that have reduced their experience
modifiers, and it expects to continue to experience increased competition from
large insurance companies.

An additional competitive factor results from the fact that some employers
will not purchase workers compensation products from carriers with an A.M. Best
rating less than A. In addition, certain insurance carriers that write
umbrella policies will not provide coverage to an employer if a portion of the
employers underlying insurance policy, such as the workers compensation
portion is written by a carrier with a less than A rating. The Company
believes that its B++ letter rating from A.M. Best may make it difficult, in
certain instances, for the Company to provide its products to certain employers.
In such instances, the Company can still compete by writing these employers
using an A rated insurers paper. This process, known as fronting, adds
additional cost for ACIC but allows access to a market we may not otherwise
access.

The Companys insurance subsidiary was assigned an initial rating of B++
(Very Good) on a scale of A++ (Superior) to F (In Liquidation) on December 16,
1996. This rating was reaffirmed in April 1999. An A.M. Best rating is assigned
after an extensive quantitative and qualitative evaluation of the Companys
financial condition and operating performance. A.M. Best ratings are based upon
factors of concern to insureds and are not directed toward the protection of
investors. Furthermore, A.M. Best ratings are not ratings of the Company or any
of its securities. A.M. Best ratings include Secure Ratings, consisting of A++
and A+ (Superior); A and A- (Excellent); B++ and B+ (Very Good); Vulnerable
Ratings, consisting of B and B- (Adequate); C++ and C+ (Fair); C and C-
(Marginal); D (Very Vulnerable); E (Under State Supervision) and F (In
Liquidation).

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Data Management

In 1999, 1998 and 1997, the Company contracted with unrelated third parties
for certain computer information systems and other software licenses. In 1996,
the Company developed and implemented its own proprietary claims management and
medical fee adjudicating systems to manage claims, audit medical fees, pay
claims, provide reports to policyholders and analyze claims data. These systems
replaced third party contracts for claims management and medical fee
adjudicating systems. In 1995, the Company developed and implemented its own
proprietary policy management system to process insurance applications and issue
policies and endorsements. This system replaced a third party contract for a
policy management system. In 1999, the Company developed and implemented its own
proprietary billing, cash receipts, collections and agency commission systems.
These systems replaced third party software systems purchased by the Company.
The Company continues to utilize third party software to maintain financial
information, prepare accounting reports and financial statements and pay
vendors. The Company also contracts with a third party provider of payroll
services for payroll, benefit and human resource software services. The Company
utilizes other licensed software from national vendors to maintain its financial
records, file statutory statements with insurance regulators and perform other
general business.

Employees

The Company had 249 full-time employees at December 31, 1999. Of the
Companys employees, approximately 105 work in the Companys administrative and
financial functions and 144 serve on, provide service to or manage approximately
23 different operating teams. None of the Companys employees are subject to
collective bargaining agreements. The Company believes its employee relations
are good.

Regulation

The Companys insurance subsidiary is subject to substantial regulation by
the governmental agencies in the states in which it operates, and will be
subject to such regulation in any state in which it provides workers
compensation products and services in the future. State regulatory agencies have
broad administrative power with respect to all aspects of the business of the
Company, including premium rates, benefit levels, policy forms, dividend
payments, capital adequacy and the amount and type of its investments. These
regulations are primarily intended to protect covered employees and
policyholders rather than the insurance company. Both the legislation covering
insurance companies and the regulations adopted by state agencies are subject to
change.

Workers compensation coverage is a creation of state law, subject to
change by the state legislature, and is influenced by the political processes in
each state. Several states have mandated that employers receive coverage only
from state operated funds. New laws affecting the workers compensation system
in Minnesota, Colorado, Missouri, Michigan and Massachusetts and any other state
where the Company currently operates or may operate in the future, including
laws that require all employers to participate in state sponsored funds or that
mandate premium reductions, could have a material adverse effect on the Company.

Executive Officers of the Registrant

The following are the executive officers of the Company at March 24, 2000:

|                     |  |     |    |          |  |                                                 
|-------------------- |  | --- | -- | -------- |  | ------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Carl B. Lehmann      |  |     | 45 |          |  | President, Chief Executive Officer and Director 
|                    
|                    
|                    
|                    
|Jeffrey B. Murphy    |  |     | 38 |          |  | Chief Financial Officer, Secretary and Treasurer
|                    
|                    
|                    
|                    
|Anthony J. Rotondi   |  |     | 54 |          |  | Chief Operations Officer                        
|                    
|                    
|                    
|                    
|David J. LeBlanc     |  |     | 38 |          |  | Chief Underwriting Officer                      
|                    
|                    
|                    
|                    
|Tanna L. Moore       |  |     | 45 |          |  | Chief Marketing Officer                         
|                    
|                    
|                    
|                    
|Marguerite K. Downey |  |     | 49 |          |  | Chief Information Officer                       

Carl B. Lehmann became a Director of the Company in November 1997 and was
appointed President and Chief Executive Officer in January 1998. Mr. Lehmann
served as President of the Stored Value Group, a division of American Express
Travel Related Services, Inc. (AMEX) from 1993 to 1997. Prior to that time, Mr.
Lehmann served as Vice President of various departments at AMEX from 1987 to
1993 and Citicorp Retail Services from 1982 to 1987.

Jeffrey B. Murphy joined the Company in October 1994 as Controller and was
promoted to Chief Financial Officer in February 2000. Mr. Murphy was the
Corporate Controller and held other management positions for Midcontinent Media,
Inc. from 1989 to 1994. Prior to that time, Mr. Murphy served in various
financial audit positions with Grant Thornton LLP from 1983 to 1989.

8



---



David J. LeBlanc joined the Company in March 1997 as the Director of
Marketing and Underwriting for the Companys Massachusetts regional office. He
held various other management positions within the Company before being promoted
to Chief Underwriting Officer in October 1999. Prior to joining the Company, Mr.
LeBlanc was a Regional Underwriting Manager from 1994 until 1997 for Liberty
Mutual Insurance Company. Mr. LeBlanc also held several other leadership
positions during his thirteen years with Liberty.

Anthony J. Rotondi joined the Company in November 1998 as Chief Operations
Officer. Before joining RTW, Mr. Rotondi managed CompuPros Inc., a
technology-consulting firm in Dallas, Texas. Prior to that time, Mr. Rotondi
served as Senior Vice President Operations with Fortis Financial Group from 1993
to 1996. Mr. Rotondi also held several other leadership positions during his
over twenty-year tenure with Fortis Financial Group.

Tanna L. Moore joined the Company in December 1998 as Chief Marketing Officer. Prior to joining the Company,
Ms. Moore was Vice President of Sales and Marketing for Ontrack Data International, Inc. from 1997 to 1998. Ms.
Moore has prior experience as Vice President of Business Strategy for Ceridian Corporation from 1991 to 1996, Senior
Vice President at U.S. Communications Corporation from 1982 to 1990 and in product management at General Mills, Inc.
from 1978 to 1982

Marguerite K. Downey joined the Company in December 1997 as Vice President, Chief Information Officer. Prior
to joining the Company, Ms. Downey served as the Vice President of Technology for Performark, Inc. from 1996 to 1997
and as the Vice President, Information Services for Fortis Financial Group from 1988 to 1996. Ms. Downey also
served in other information system positions at Fortis Financial Group from 1972 to 1988.




ITEM 2. PROPERTIES

The following is a summary of properties leased by the Company at December 31,
1999:

|                                                  |  |                  |        |             |  |               
|------------------------------------------------- |  | ---------------- | ------ | ----------- |  | --------------
|                                                  |  | Area leased     
|Location and description                          |  | (in square feet) |        | Termination
|                                                  |  |                  |        |            
|Bloomington, Minnesota; Headquarters space        |  |                  | 35,487 |             |  | September 2002
|                                                 
|                                                 
|                                                 
|                                                 
|Brainerd, Minnesota; Minnesota satellite office   |  |                  | 4,274  |             |  | October 2000  
|                                                 
|                                                 
|                                                 
|                                                 
|Denver, Colorado; Colorado office space           |  |                  | 7,825  |             |  | May 2005      
|                                                 
|                                                 
|                                                 
|                                                 
|St. Louis, Missouri; Missouri office space        |  |                  | 8,476  |             |  | September 2000
|                                                 
|                                                 
|                                                 
|                                                 
|Overland Park, Kansas; Missouri satellite office  |  |                  | 3,604  |             |  | November 2002 
|                                                 
|                                                 
|                                                 
|                                                 
|Detroit, Michigan; Michigan office space          |  |                  | 11,008 |             |  | June 2002     
|                                                 
|                                                 
|                                                 
|                                                 
|Grand Rapids, Michigan; Michigan satellite office |  |                  | 1,000  |             |  | November 2001 
|                                                 
|                                                 
|                                                 
|                                                 
|Boston, Massachusetts; Massachusetts office space |  |                  | 12,381 |             |  | May 2002      




ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of administering its workers compensation
management program, the Company is routinely involved in the adjudication of
claims resulting from workplace injuries. The Company is not involved in any
legal or administrative claims that it believes are likely to have a material
adverse effect on the Companys operations or financial condition.




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

None.

9



---






PART II




ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

QUARTERLY STOCK PRICE COMPARISON AND DIVIDENDS

The Companys shares are publicly traded on The Nasdaq Stock Market under the
symbol RTWI. The table below sets forth the range of high and low sales prices
for the Companys stock for each quarter during the past two years. On March 1,
2000, the Company had approximately 2,000 shareholders.

|             |  |         |      |         |  |         |        |         |  |       |        |        |  |  |         |  |  |  |         | 
|------------ |  | ------- | ---- | ------- |  | ------- | ------ | ------- |  | ----- | ------ | ------ |  |  | ------- |  |  |  | ------- | 
|             |  |         |      |         |  | First   |        | Second  |  | Third |        | Fourth
|Fiscal Year: |  | Quarter |      | Quarter |  | Quarter |        | Quarter
|             |  |         |      |         |  |         |        |        
|1999         |  |         | High |         |  |         | 7 7/8  |         |  |       | 6 5/8  |        |  |  | 6 9/16  |  |  |  | 6 1/4   | 
|            
|            
|            
|            
|             |  |         | Low  |         |  |         | 4 1/4  |         |  |       | 4 1/16 |        |  |  | 5       |  |  |  | 4 1/8   | 
|            
|            
|            
|            
|1998         |  |         | High |         |  |         | 10 3/8 |         |  |       | 9 1/4  |        |  |  | 7 13/16 |  |  |  | 6 3/8   | 
|            
|            
|            
|            
|             |  |         | Low  |         |  |         | 5 5/8  |         |  |       | 7 1/2  |        |  |  | 4 3/8   |  |  |  | 3 13/16 | 

The Company has never paid cash dividends on its common stock. The Company
currently intends to retain any and all income for use in its business and does
not anticipate paying cash dividends in the foreseeable future. Any future
determination as to payment of dividends will depend on the financial condition
and results of operations of the Company and such other factors deemed relevant
by the Board of Directors.




ITEM 6. SELECTED FINANCIAL DATA

The consolidated statements of operations data set forth below for each of the
three years in the period ended December 31, 1999, and the consolidated balance
sheet data at December 31, 1999 and 1998 are derived from, and are qualified by
reference to, the audited consolidated financial statements included elsewhere
in this Form 10-K. The consolidated statements of operations data set forth
below for each of the two years in the period ended December 31, 1996, and the
consolidated balance sheet data at December 31, 1997, 1996 and 1995, are derived
from audited consolidated financial statements not included herein. The
information set forth below should be read in conjunction with Managements
Discussion and Analysis of Financial Condition and Results of Operations and
the Companys consolidated financial statements and related notes included
elsewhere in this Form 10-K.

|                                    |  |      |         |      |  |                                       |         |      |  |      |         |  |  |   |         |   |  |   |         | 
|----------------------------------- |  | ---- | ------- | ---- |  | ------------------------------------- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | - |  | - | ------- | 
|                                    |  | 1995 |         | 1996 |  | 1997                                  |         | 1998 |  | 1999
|                                    |  |      |         |      |  |                                       |         |      |  |     
|                                    |  |      |         |      |  | (In thousands, except per share data)
|Total revenues                      |  | $    | 49,433  |      |  | $                                     | 68,725  |      |  | $    | 88,263  |  |  | $ | 90,152  |   |  | $ | 77,812  | 
|                                   
|                                   
|                                   
|                                   
|Income (loss) from operations       |  |      | 12,569  |      |  |                                       | 14,808  |      |  |      | 9,446   |  |  |   | (10,485 | ) |  |   | 8,357   | 
|                                   
|                                   
|                                   
|                                   
|Net income (loss)                   |  |      | 7,058   |      |  |                                       | 8,982   |      |  |      | 5,799   |  |  |   | (7,081  | ) |  |   | 6,167   | 
|                                   
|                                   
|                                   
|                                   
|Basic income (loss) per share (1)   |  |      | 0.67    |      |  |                                       | 0.76    |      |  |      | 0.49    |  |  |   | (0.59   | ) |  |   | 0.50    | 
|                                   
|                                   
|                                   
|                                   
|Diluted income (loss) per share (1) |  |      | 0.64    |      |  |                                       | 0.74    |      |  |      | 0.48    |  |  |   | (0.59   | ) |  |   | 0.50    | 
|                                   
|                                   
|                                   
|                                   
|Premiums in force at year end       |  |      | 51,700  |      |  |                                       | 69,500  |      |  |      | 78,400  |  |  |   | 82,100  |   |  |   | 87,200  | 
|                                   
|                                   
|                                   
|                                   
|Total assets                        |  |      | 101,124 |      |  |                                       | 123,731 |      |  |      | 142,997 |  |  |   | 172,934 |   |  |   | 176,511 | 
|                                   
|                                   
|                                   
|                                   
|Notes payable                       |  |      | 8,891   |      |  |                                       | 6,739   |      |  |      | 4,875   |  |  |   | 2,461   |   |  |   |        | 
|                                   
|                                   
|                                   
|                                   
|Total shareholders equity          |  |      | 41,438  |      |  |                                       | 51,311  |      |  |      | 58,357  |  |  |   | 52,618  |   |  |   | 55,565  | 



---

|(1) |  | Adjusted to reflect a three-for-two stock split in May 1996 and a
five-for-one stock split in 1995. For additional information relating to
income (loss) per share, see Note 2 of Notes to Consolidated Financial
Statements.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



---






ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

The Company  RTW, Inc. (RTW) and its wholly owned insurance subsidiary,
American Compensation Insurance Company (ACIC), provide disability management
services to employers. Collectively, we, our and us refers to these
entities in this Managements Discussion and Analysis of Financial Condition
and Results of Operations.

We have developed two proprietary management systems: (i) the RTW
SOLUTION(R), designed to lower employers workers compensation costs and return
injured employees to work as soon as possible, and (ii) the ID15(R) system,
designed to identify those injured employees who are likely to get stuck in the
workers compensation system. We combine our management systems with insurance
products underwritten by our insurance subsidiary to offer services to
customers. We currently provide workers compensation management services solely
to employers insured through our insurance subsidiary. During 1999, we operated
in Minnesota, Wisconsin, South Dakota, Colorado, Missouri, Illinois, Kansas,
Michigan, Indiana, Massachusetts, Connecticut, New Hampshire and Rhode Island.

Financial Summary

This financial summary presents our discussion and analysis of the consolidated
financial condition and results of operations of RTW, Inc. This review should be
read in conjunction with the Consolidated Financial Statements.

The following table provides an overview of our key operating results (000s):

|                                    |  |                         |        |      |  |      |        |   |  |   |        | 
|----------------------------------- |  | ----------------------- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | 
|                                    |  | Year
Ended December 31,
|                                    |  | 1999                    |        | 1998 |  | 1997
|                                    |  |                         |        |      |  |     
|Gross premiums earned               |  | $                       | 89,226 |      |  | $    | 89,881 |   |  | $ | 81,385 | 
|                                   
|                                   
|                                   
|                                   
|Total revenues                      |  |                         | 77,812 |      |  |      | 90,152 |   |  |   | 88,263 | 
|                                   
|                                   
|                                   
|                                   
|Claim and claim settlement expenses |  |                         | 43,323 |      |  |      | 75,294 |   |  |   | 55,543 | 
|                                   
|                                   
|                                   
|                                   
|Net income (loss)                   |  |                         | 6,167  |      |  |      | (7,081 | ) |  |   | 5,799  | 

RTW reported gross premiums earned of $89.2 million in 1999 compared to
$89.9 million in 1998. Total revenues for 1999 were $77.8 million, a 13.7
percent decrease from total revenues of $90.2 million reported for 1998. Total
revenues in 1999 and 1998 were significantly reduced by premiums ceded under an
excess of loss reinsurance agreement, effective for claims occurring on or after
July 1, 1998, which was entered into during the fourth quarter of 1998. Premiums
ceded in 1999 include $13.3 million representing a full year of premiums ceded
under this reinsurance agreement, compared to 1998, which included $6.6 million
in premiums ceded for the period from July 1, 1998 to December 31, 1998.
Additionally, premiums ceded were favorably affected by refunds from the
Minnesota Workers Compensation Reinsurance Association (WCRA) of $2.3 million
in 1998; no such refund was recorded in 1999. Excluding the effects of
reinsurance and refunds, adjusted total revenues decreased 3.6 percent in 1999
versus the reported decrease of 13.7 percent, primarily the result of a $1.2
million decrease in investment income and a $1.0 million decrease in realized
investment gains.

We reported net income of $6.2 million in 1999 compared to a net loss
of $7.1 million in 1998, and basic and diluted net income per share of $0.50 in
1999 versus basic and diluted net loss per share of ($0.59) in 1998, due
primarily to the following factors:



| |  |  | In 1999, we recorded an estimate of ceded paid and unpaid claim and
claim settlement expenses under our $25,000 to $300,000 excess of loss
reinsurance agreement totaling $22.0 million including $740,000
amortized from a deferred retrospective reinsurance gain resulting in a
corresponding reduction in 1999 claim and claim settlement expenses.
Our 1998 results include an estimate of ceded paid and unpaid claim and
claim settlement expenses totaling $8.6 million recorded in the fourth
quarter of 1998.                                                                                                                                                                                                                                                                                                        
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The 1999 results include an $8.1 million decrease in reserves for
unpaid claim and claim settlement expenses to reflect favorable
development of prior period claims compared to the 1998 results which
include an $11.0 million increase in reserves for unpaid claim and
claim settlement expenses, of which we recorded $3.0 million in the
first quarter of 1998 and $8.0 million in the fourth quarter of 1998 to
reflect adverse development of prior period claims. Additionally, the
1998 results included a $400,000 Minnesota Special Compensation Fund
(SCF) adjustment recorded in the second quarter of 1998. The SCF
assesses us to cover the costs of second injuries that are
substantially greater, because of a pre-existing physical impairment,
than what would have resulted from the second injury alone.

11



---





| |  |  | We aggressively targeted selected policies for non-renewal or
re-underwriting at more favorable rates during 1999 at policy
expiration. For 1999, our aggressive re-underwriting resulted in $10.9
million of premiums renewed at higher prices as well as $10.8 million
in premiums that were not renewed. We will continue to review business
at policy expiration in 2000 and non-renew or re-underwrite at more
favorable rates, any business not meeting our standards;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Pricing pressure continued to affect premiums in force and decrease
profit margins, especially in Minnesota. The pricing pressure is the
result of increased competition in our markets; and                                                                                                                                                                                                                                                                                
|
| |  |  | Inflation continues to affect medical and wage costs.                                                                                                                                                                                                                                                                                                                                                                                                                       

While we expect to continue to operate in a competitive pricing environment
in 2000, we are working to improve profitability in all of our offices by
continuing to aggressively manage expenses, refining our sales and distribution
channels and improving our underwriting, including reviewing policy
profitability at renewal and canceling unprofitable accounts.

In the following pages, we take a look at the 1999, 1998 and 1997 operating
results for items in our Consolidated Statement of Operations and also explain
key balance sheet accounts in greater detail.

RESULTS OF OPERATIONS

Total revenues: Our total revenues include premiums earned, investment income
and net realized investment gains.

The following table summarizes the components of our revenues and premiums in
force (000s):

|                                        |                 |        |                               |                |     |                         |        |        |       |       |        |        |     |     |        | 
|--------------------------------------- | --------------- | ------ | ----------------------------- | -------------- | --- | ----------------------- | ------ | ------ | ----- | ----- | ------ | ------ | --- | --- | ------ | 
|                                        |                 |        |                               |                |     | Year
Ended December 31,
|                                        |                 |        |                               |                |     | 1999                    |        | 1998   |       | 1997 
|                                        |                 |        |                               |                |     |                         |        |        |       |      
|Gross premiums earned                   |                 | $      | 89,226                        |                |     | $                       | 89,881 |        |       | $     | 81,385 |       
|                                       
|                                       
|                                       
|                                       
|Premiums ceded                          |                 |        | (18,008                       | )              |     |                         | (8,489 | )      |       |       | (342   | )     
|                                        |                 |        |                               |                |     |                         |        |        |       |       |        |       
|                                        | Premiums earned |        |                               | 71,218         |     |                         |        | 81,392 |       |       |        | 81,043 |    
|                                       
|                                       
|                                       
|                                       
|Investment income                       |                 |        | 6,510                         |                |     |                         | 7,714  |        |       |       | 6,821  |       
|                                       
|                                       
|                                       
|                                       
|Net realized investment gains (losses):
|                                       
|                                       
|                                       
|                                       
|                                        |                 | Gains  |                               |                | 108 |                         |        |        | 1,591 |       |        |        | 479 |    
|                                       
|                                       
|                                       
|                                       
|                                        |                 | Losses |                               |                | (24 | )                       |        |        | (545  | )     |        |        | (80 | )  
|                                        |                 |        |                               |                |     |                         |        |        |       |       |        |       
|                                        |                 |        | Net realized investment gains |                |     | 84                      |        |        |       | 1,046 |        |        |     | 399 |       
|                                        |                 |        |                               |                |     |                         |        |        |       |       |        |       
|                                        |                 |        |                               | Total revenues |     | $                       | 77,812 |        |       | $     | 90,152 |        |     | $   | 88,263 | 
|                                        |                 |        |                               |                |     |                         |        |        |       |       |        |       

|                                                 |                         |      |        |        |  |      |        |        |  |   |        |        | 
|------------------------------------------------ | ----------------------- | ---- | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ | 
|Premiums in force by regional office at year-end |                         | 1999 |        | 1998   |  | 1997
|                                                 |                         |      |        |        |  |      |       
|Minnesota                                        |                         | $    | 31,500 |        |  | $    | 34,800 |        |  | $ | 44,600 |       
|                                                
|                                                
|                                                
|                                                
|Colorado                                         |                         |      | 14,000 |        |  |      | 12,300 |        |  |   | 12,900 |       
|                                                
|                                                
|                                                
|                                                
|Missouri                                         |                         |      | 15,000 |        |  |      | 16,300 |        |  |   | 14,300 |       
|                                                
|                                                
|                                                
|                                                
|Michigan                                         |                         |      | 11,500 |        |  |      | 9,700  |        |  |   | 5,200  |       
|                                                
|                                                
|                                                
|                                                
|Massachusetts                                    |                         |      | 15,200 |        |  |      | 9,000  |        |  |   | 1,400  |       
|                                                 |                         |      |        |        |  |      |        |        |  |   |        |       
|                                                 | Total premiums in force |      | $      | 87,200 |  |      | $      | 82,100 |  |   | $      | 78,400 | 
|                                                 |                         |      |        |        |  |      |        |        |  |   |        |       

Premiums In Force and Gross Premiums Earned: Premiums on workers compensation
insurance policies are our largest source of revenue. Premiums earned are the
gross premiums earned by us on in force workers compensation policies, net of
the effects of ceded premiums under reinsurance agreements.

The premium we charge a policyholder is a function of their payroll,
industry and prior workers compensation claims experience. In underwriting a
policy, we receive policyholder payroll estimates for the ensuing year. We
record premiums written on an installment basis matching our billing to the
policyholder and earn premiums on a daily basis over the life of each insurance
policy based on the payroll estimate. We record the excess of premiums billed
over premiums earned for each policy as unearned premiums on our balance sheet.
When a policy expires, we audit employer payrolls for the policy period and
adjust the estimated payroll to its actual value. The result is a final audit
adjustment recorded to premiums earned when the adjustment becomes known. Final
audit premiums recognized during the period include billed final audit premiums
plus (or minus) the change in estimate for premiums on unexpired and expired
unaudited policies.

Our premiums in force grew 6.2% to $87.2 million at December 31, 1999 from
$82.1 million at December 31, 1998 due to $9.7 million in growth in our
Colorado, Michigan and Massachusetts markets offset by a $4.6 million

12



---



decrease in premiums in force in our Minnesota and Missouri markets. We
aggressively targeted selected policies for non-renewal or re-underwriting at
more favorable rates during 1999 at policy expiration when the profitability of
the policy did not meet our underwriting profit margin standards. For 1999, our
aggressive re-underwriting resulted in $10.9 million of premiums renewed at
higher prices as well as $10.8 million in premiums that were not renewed. We
will continue to review business at policy expiration in 2000 and non-renew or
re-underwrite at more favorable rates any business not meeting our standards.

Our gross premiums earned decreased slightly to $89.2 million in 1999 from
$89.9 million in 1998. This decrease resulted from a decrease in final audit
premiums earned to $4.7 million in 1999 from $7.2 million in 1998, partially
offset by premiums earned from our increase in premiums in force to $87.2
million in 1999 from $82.1 million in 1998. Final audit premiums recognized
during the period include billed final audit premiums plus (or minus) the change
in estimate for premiums on unexpired and expired unaudited policies.

Gross premiums earned in 1998 increased 10.4% to $89.9 million from $81.4
million in 1997. This increase resulted from the 4.7% increase in premiums in
force to $82.1 million at December 31, 1998, from $78.4 million at December 31,
1997. Additionally, in force premiums grew less rapidly in 1998 than in 1997
resulting in a more stable, higher average in force premium during the year
generating increased gross premiums earned. Final audit premiums earned during
1998 decreased to $7.2 million from $7.5 million in 1997.

The premium rate that we charge policyholders per payroll dollar has
declined for several years; however, in 1999, we have seen indications that
pricing may be firming. The historical decline in rates is due, in part, to the
following:



| |  |  | Many state legislatures where we provide coverage have reduced benefits
that injured employees are paid, resulting in lower loss costs of
workers compensation insurance and decreased corresponding premiums
paid by the policyholder;                                                                                                                                                                
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | As the loss cost structure of workers compensation has declined, more
insurance companies have entered or re-entered the workers
compensation insurance market, resulting in increased competition; and                                                                                                                                                                                               
|
| |  |  | We continue to experience reduced pricing on renewal policies due, in
part, to our success in lowering our policyholders loss experience
which, in turn, improves their claims history, lowering the premium
that they have to pay for insurance. The improvement that we provide
our customers also makes them more desirable to our competition, thus
increasing price competition on these accounts.

Premiums Ceded: Reinsurance agreements allow us to share certain risks with
other insurance companies. The primary purpose of ceded reinsurance is to
protect us from potential losses in excess of the level we are willing to
accept. Our primary ceded reinsurance is excess of loss coverage that limits our
per-incident exposure. We expect the companies to which we have ceded
reinsurance to honor their obligations. In the event that these companies are
unable to honor their obligations to us, we will be required to pay these
obligations ourselves. We are not aware of any developments with respect to any
of our reinsurers that would prevent them from honoring any of their obligations
to us.

Under our excess of loss reinsurance policies, we pay reinsurers to limit
our per-incident exposure and record this cost to premiums ceded as a reduction
to gross premiums earned. In Minnesota, we are required to purchase excess of
loss coverage for our Minnesota policies from the Minnesota Workers
Compensation Reinsurance Association (WCRA). We ceded Minnesota claims in excess
of $290,000, $280,000 and $1.1 million per occurrence during 1999, 1998 and
1997, respectively, to the WCRA. In our non-Minnesota states, we decreased our
per-incident exposure to $300,000 in 1999 from $500,000 in 1998 and 1997. We
purchased this coverage from various reinsurers in 1998 and 1997 and limited the
coverage to one insurer in 1999. Additionally, for claims occurring after June
30, 1998, we further limited our per incident exposure by purchasing excess of
loss coverage for losses from $25,000 to the WCRA selected retention level in
Minnesota and from $25,000 to $300,000 in other states from a single reinsurer.
This agreement was finalized after its effective date and activity occurring
from July 1, 1998 through September 30, 1998 was recorded on a retrospective
basis resulting in the deferral of a gain totaling $2.0 million at December 31,
1998. We amortized $740,000 of the deferred gain as a reduction of claim and
claim settlement expenses in 1999 resulting in an un-amortized deferred gain of
$1.2 million at December 31, 1999. The deferred gain is being amortized into
income using the effective interest rate inherent in the amounts paid to the
reinsurer and the estimated timing and amounts of recoveries from the reinsurer.
Activity occurring on or after October 1, 1998 is recorded prospectively.

13



---



The following table summarizes the components of premiums ceded (000s):

|                     |                                               |                |   |                         |         |      |   |        |        |   |   |      |      |  
|-------------------- | --------------------------------------------- | -------------- | - | ----------------------- | ------- | ---- | - | ------ | ------ | - | - | ---- | ---- | -
|                     |                                               |                |   | Year
Ended December 31,
|                     |                                               |                |   | 1999                    |         | 1998 |   | 1997  
|                     |                                               |                |   |                         |         |      |   |       
|Premiums ceded, net:
|                    
|                    
|                    
|                    
|                     | Non-WCRA excess of loss policies              |                | $ | (14,710                 | )       |      | $ | (7,805 | )      |   | $ | (682 | )   
|                    
|                    
|                    
|                    
|                     | WCRA                                          |                |   | (3,298                  | )       |      |   | (2,931 | )      |   |   | (18  | )   
|                    
|                    
|                    
|                    
|                     | Refund from the WCRA on prior years activity |                |   |                        |         |      |   | 2,247  |        |   |   | 358  |     
|                     |                                               |                |   |                         |         |      |   |        |        |   |   |     
|                     |                                               | Premiums ceded |   | $                       | (18,008 | )    |   | $      | (8,489 | ) |   | $    | (342 | )
|                     |                                               |                |   |                         |         |      |   |        |        |   |   |     

Premiums ceded to reinsurers increased to $18.0 million in 1999 from $8.5
million in 1998. This increased cost resulted from (i) premiums ceded under our
new excess of loss reinsurance coverage for losses over $25,000 for all of 1999
compared to ceding only in the second half of 1998; (ii) increased effective
excess of loss premium rates in Minnesota in 1999 from 1998 due to premium price
changes within that state, (iii) increased excess of loss costs resulting from
increased premiums earned in non-Minnesota states, and (iv) the recognition of a
refund of $2.2 million from the WCRA recorded in the first quarter of 1998. No
comparable refund was received in 1999.

Premiums ceded to reinsurers increased to $8.5 million in 1998 from
$342,000 in 1997. This increased cost resulted from (i) increased excess of loss
costs resulting from further limiting our exposure to $25,000, (ii) reducing our
selected Minnesota excess of loss reinsurance coverage levels to $280,000 in
1998 from $1.1 million in 1997, (iii) increased excess of loss premium rates in
Minnesota in 1998 from 1997, and (iv) increased excess of loss costs resulting
from increased premiums earned in non-Minnesota states. This increase was offset
by recognizing a $2.2 million refund received from the WCRA in 1998 as a
reduction of premiums ceded, compared to a refund of $358,000 from the WCRA in
1997.

2000 Outlook: The 2000 outlook for gross premiums earned and premiums ceded include the following factors:



| |  |  | We expect that our aggressive targeting of policies for non-renewal or
re-underwriting during 2000 will put downward pressure on premiums in
force in our Minnesota and Missouri markets; however, we expect
continued growth in premiums in force in our Colorado, Michigan and
Massachusetts markets, as well as new business in our Minnesota and
Missouri markets will lead to moderate growth in gross premiums earned
for 2000. In Massachusetts, our premium growth rate will be tempered by
an unexpected decision by the Massachusetts Department of Insurance to
reduce premium rates effective September 1, 1999. We are encouraged by
a favorable trend in premium rates. In 1998, our book of business saw a
10.2% decline in premium rates. This was followed by another 6.7%
decline in 1999. In the fourth quarter of 1999, however, premium rates
declined just one 0.5%. In January, 2000, we were able to achieve a
8.5% increase in rate in our January 2000 renewal business;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We expect that premiums ceded in 2000 will be consistent with premiums
ceded in 1999. Premiums ceded may decrease slightly in 2000 as a
percent of gross premiums earned as the non-Minnesota markets, where we
pay smaller reinsurance premiums, continue to grow relative to
Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | We believe the recent events within the workers compensation
reinsurance market will have no impact on our reinsurance program for
2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Investment Income and Net Realized Investment Gains: Our investment income
includes earnings on our investment portfolio. Net realized investment gains
include gains and losses from sales of available-for-sale securities and are
displayed separately on our Consolidated Statement of Operations. We currently
invest entirely in U.S. domiciled investment grade taxable and tax-exempt fixed
maturity investments and classify our investments as available-for-sale. We
intend to hold our available-for-sale investments to maturity, but may sell
before maturity in response to changes in interest rates, prepayment risk and
funding sources or terms, or to address liquidity needs. Our primary investment
objective is to maintain a diversified, high-quality, fixed-investment portfolio
structured to maximize our after-tax investment income without taking
inappropriate credit risk. For further discussion of investments, see the
Investments section of this Managements Discussion and Analysis.

Investment income decreased 15.6% to $6.5 million in 1999 from $7.7 million
in 1998. Investment income decreased due to reduced funds available for
investment as funds were used to pay reinsurance premiums on our $25,000 to
$300,000 reinsurance policy. Additionally, tax-exempt municipal securities,
which earn lower pre-tax rates than taxable securities but are comparable on a
tax adjusted basis, increased to 56.3% of our investment

14



---



portfolio at year-end 1999 compared to 52.6% at year end 1998 and none at year
end 1997. We first began purchasing tax-exempt securities in the second quarter
of 1998. Funds available for investment decreased to $108.1 million at December
31, 1999 from $126.6 million at December 31, 1998, due to decreased net cash
provided by operating activities, resulting primarily from (i) the difference in
timing between the receipt of premiums, the payment of premiums ceded under our
reinsurance agreements, the payment of claim and claim settlement expenses and
the recovery of paid claim and claim settlement expenses under our reinsurance
programs, and (ii) net cash provided by investment income. Tax-adjusted
investment yields were 6.6% in 1999 and 1998. The investment yields realized in
future periods will be affected by yields attained on new investments.

Net realized investment gains were $84,000 in 1999 compared to $1.0 million
realized in 1998. The reduced investment activity in 1999 is mainly due to
portfolio restructuring completed in the second and third quarters of 1998 that
resulted in the significant net realized investment gains. No such restructuring
has occurred in 1999.

Investment income and net realized investment gains increased 21.3% to $8.8
million in 1998 from $7.2 million in 1997, due to increased funds available for
investment and increased net realized investment gains totaling $1.0 million in
1998 compared to $399,000 realized in 1997. Investment income has been
significantly affected by growth of tax-exempt municipal securities included in
our portfolio that earn lower pre-tax yields than taxable securities but earn
higher comparable yields on a tax-adjusted basis. Funds available for investment
increased to $126.6 million at December 31, 1998, from $112.3 million at
December 31, 1997, due to increased net cash provided by operating activities
resulting primarily from (i) the difference in timing between the receipt of
premiums and the payment of claim and claim settlement expenses and (ii) net
cash provided by investment income. Pre-tax investment yields decreased to 6.0%
in 1998 from 6.3% in 1997 due to purchasing tax-exempt municipal securities,
which have lower yields on a pre-tax basis offset by portfolio diversification
during 1998 and 1997.

2000 Outlook: Barring significant changes in interest rates or operational cash
flows, we expect the 2000 pre-tax yield from our investment portfolio to be
affected by the following:



| |  |  | Funds provided by our operating cash flows and investment cash flows
have historically provided growth in our investment portfolio.
Operating cash flows consist of the excess of premiums collected over
claim and claim settlement expenses, reduced by payments for
reinsurance premiums as well as other operating expenses paid.
Investment cash flows consist of income on existing investments and
proceeds from sales and maturities of investments. We have historically
generated positive net cash flows from operations due, in part, to
timing differences between the receipt of premiums and the payment of
claim and claim settlement expenses. These net cash flows have
decreased significantly as we have focused on closing older claims,
paying earlier to close those claims. Combined with relatively flat
premiums in force since December 1998, our cash flow from timing on
claims payments has decreased. Additionally, as we lowered our
reinsurance retention levels to $25,000 in mid-1998, we decreased our
current period cash flows as a result of pre-funding quarterly
premiums under that agreement. We expect this reduction in quarterly
cash flow will continue until reimbursements for loss payments to
claimants under these contracts equal disbursements for premium
payments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Our recognition of realized gains and losses will depend on sales of
our investments, if any, to meet our short-term cash requirements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | We will continue to include fixed maturity tax-exempt securities in our
investment portfolio to increase after-tax yields. The mix of taxable
and tax-exempt securities in our portfolio may change over time to
accommodate our tax situation. Fixed maturity, tax-exempt securities
may have the effect of reducing investment income recognized and
decrease pre-tax investment yields but are expected to contribute more
to after-tax net income as a result of the favorable treatment
tax-exempt municipal income receives for federal income tax purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Total expenses: Our expenses include claim and claim settlement expenses, policy
acquisition costs, general and administrative expenses, interest expense and
income taxes.

Claim and Claim Settlement Expenses: Claim expenses refer to medical and
indemnity amounts that we paid or expect to pay to claimants for events that
have occurred. The costs of investigating, resolving and processing these claims
are referred to as claim settlement expenses. We record these expenses, net of
amounts recoverable under reinsurance contracts, to claim and claim settlement
expenses in the Consolidated Statements of Operations.

Claim and claim settlement expenses are our largest expense and result in
our largest liability. We establish reserves that reflect our estimates of the
total claim and claim settlement expenses we will ultimately have to pay

15



---



under our workers compensation insurance policies. These include claims that
have been reported but not settled and claims that have been incurred but not
yet reported to us. For further discussion of reserve determination, see the
Unpaid Claim and Claim Settlement Expenses section of this Managements
Discussion and Analysis.

Claim and claim settlement expenses decreased to $43.3 million in 1999 from
$75.3 million in 1998. As a percent of premiums earned, claim and claim
settlement expenses decreased to 60.8% in 1999 compared to 92.5% for 1998. These
changes are due to the following:



| |  |  | In 1999, we recorded an estimate of ceded paid and unpaid claim and
claim settlement expenses under our $25,000 to $300,000 excess of loss
reinsurance agreement totaling $22.0 million including $740,000
amortized from a deferred retrospective reinsurance gain resulting in a
corresponding reduction in 1999 claim and claim settlement expenses.
Our 1998 results include an estimate of ceded paid and unpaid claim and
claim settlement expenses totaling $8.6 million recorded in the fourth
quarter of 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The 1999 results include an $8.1 million decrease in reserves for
unpaid claim and claim settlement expenses to reflect favorable
development of prior period claims compared to the 1998 results which
include an $11.0 million increase in reserves for unpaid claim and
claim settlement expenses, of which we recorded $3.0 million in the
first quarter of 1998 and $8.0 million in the fourth quarter of 1998 to
reflect adverse development of prior period claims. The favorable
development in 1999 is primarily the result of a strong focus on claim
closure. Our open claims decreased 9.7% to 5,252 at December 31, 1999
from 5,816 at December 31, 1998. Additionally, the 1998 results
included a $400,000 Minnesota Special Compensation Fund (SCF)
adjustment recorded in the second quarter of 1998. The SCF assesses us
to cover the costs of second injuries that are substantially greater,
because of a pre-existing physical impairment, than what would have
resulted from the second injury alone.
|
| |  |  | We aggressively targeted selected policies for non-renewal or
re-underwriting at more favorable rates during 1999 at policy
expiration if the profitability of the policy did not meet our
underwriting profit margin standards. For 1999, our aggressive
re-underwriting resulted in $10.9 million of premiums renewed at higher
prices as well as $10.8 million in premiums that were not renewed. We
will continue to review business at policy expiration in 2000 and
non-renew or re-underwrite at more favorable rates, any business not
meeting our standards;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | Reduced premiums due to legislative changes in estimated loss costs,
increased competition and improving customer loss experience, have
continued to place upward pressure on claim and claim settlement
expenses as a percentage of premiums earned; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | Claim costs continued to increase in 1999 compared to 1998 due to
increasing medical and indemnity costs. This was offset somewhat by the
effects of provider agreements that we negotiated during 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Claim and claim settlement expenses increased to $75.3 million in 1998 from
$55.5 million in 1997. As a percent of premiums earned, claim and claim
settlement expenses increased to 92.5% in 1998 from 68.5% in 1997.
These changes are due to the following:



| |  |  | Gross premiums earned increased to $89.9 million in 1998 from $81.4
million in 1997 resulting in increased claim and claim settlement
expenses as we provided coverage for more employers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | During 1998, we increased our estimate of the pre-1998 liability for
unpaid claim and claim settlement expenses by $11.0 million as a result
of unfavorable claims experience for those periods. This increase was
$14.1 million more than the $3.1 million reduction that we recorded in
1997. Additionally, we increased our estimate for the 1998 liability
for unpaid claim and claim settlement expenses as a result of the 1997
and prior year adjustment. At December 31, 1998, we had gross reserves
for unpaid claim and claim settlement expenses of $97.3 million
including $53.2 million for 1998 claims and $44.1 million for claims
relating to years prior to 1998;
|
| |  |  | Reduced premiums due to legislative changes in estimated loss costs,
increased competition and improving customer loss experience, have
resulted in an increase in claim and claim settlement expenses as a
percentage of premiums earned; and                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | Average claim cost continued to decrease in 1998 due to realized
operating efficiencies and effectiveness and legislative changes in
benefits to claimants. These decreases did not keep pace, however, with
decreases in pricing.                                                                                                                                                                                                                                                                                                                                                                                                                                                

16



---



2000 Outlook: We expect that claim and claim settlement expenses will be
affected by the following factors:



| |  |  | Continued favorable effects of ceding paid and unpaid claim and claim
settlement expenses under our $25,000 to $300,000 excess of loss
reinsurance agreements resulting in a reduction of claim and claim
settlement expenses;                                                                                                                                                                                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Claim costs will continue to be affected by (i) increases in medical
and indemnity costs resulting from inflationary changes, (ii) severity
experienced in future periods in our policy holder base, (iii) changes
resulting from increases in operating efficiency and effectiveness
realized through enhancements to our internal processes and procedures,
including changes to our proprietary computer systems, and (iv)
legislative changes in estimated loss costs;
|
| |  |  | Continued pricing pressure due to legislative changes in estimated loss
costs, increased competition and improving customer loss experience may
result in reduced premiums, ultimately increasing claim and claim
settlement expense as a percent of premium earned; and                                                                                                                                                                                                  
|
| |  |  | Continued application of our claims management technology and methods to all open claims.                                                                                                                                                                                                                                                                                                                                                                                 

The ultimate result of the above factors, combined with the change in premium
rates, on 2000 claim and claim settlement expenses as a percent of premiums
earned is unknown at this time.

Policy Acquisition Costs: Policy acquisition costs are costs directly related to
writing an insurance policy and consist of commissions, state premium taxes,
underwriting personnel costs and expenses, sales and marketing costs and other
underwriting expenses, and ceding commissions adjustments with our reinsurers.
Ceding commissions are amounts that reinsurers pay to us for placing reinsurance
with them. Ceding commissions represent adjustments based on actual claim and
claim settlement expenses related to premiums ceded in prior years. Under our
reinsurance agreements, ceding commission is adjusted to the extent that actual
claim and claim settlement expenses vary from levels specified in the
agreements.

The following table summarizes policy acquisition costs (000s):

|                                                                                                            |                                 |   |                         |        |      |   |       |        |  |   |       |        | 
|----------------------------------------------------------------------------------------------------------- | ------------------------------- | - | ----------------------- | ------ | ---- | - | ----- | ------ |  | - | ----- | ------ | 
|                                                                                                            |                                 |   | Year
Ended December 31,
|                                                                                                            |                                 |   | 1999                    |        | 1998 |   | 1997 
|                                                                                                            |                                 |   |                         |        |      |   |      
|Commission expense                                                                                          |                                 | $ | 7,145                   |        |      | $ | 7,171 |        |  | $ | 6,369 |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Premium tax expense                                                                                         |                                 |   | 1,798                   |        |      |   | 1,839 |        |  |   | 1,651 |       
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Other policy acquisition costs                                                                              |                                 |   | 4,847                   |        |      |   | 4,964 |        |  |   | 3,637 |       
|                                                                                                            |                                 |   |                         |        |      |   |       |        |  |   |       |       
|                                                                                                            | Direct policy acquisition costs |   |                         | 13,790 |      |   |       | 13,974 |  |   |       | 11,657 | 
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Ceding commissions resulting from unpaid claim and claim
settlement liability adjustments from 1992 to 1994 |                                 |   | 321                     |        |      |   |      |        |  |   | 1     |       
|                                                                                                            |                                 |   |                         |        |      |   |       |        |  |   |       |       
|                                                                                                            | Policy acquisition costs        |   | $                       | 14,111 |      |   | $     | 13,974 |  |   | $     | 11,658 | 
|                                                                                                            |                                 |   |                         |        |      |   |       |        |  |   |       |       

Policy acquisition costs increased to $14.1 million in 1999 from $14.0
million in 1998 and $11.7 million in 1997. As a percent of gross premiums
earned, policy acquisition costs increased to 15.8% in 1999 from 15.5% in 1998
and 14.3% in 1997. These increases reflect the following:



| |  |  | Commission expense increased to 8.0% of gross premiums earned in 1999 and 1998 from 7.8% in 1997. The
increased commission percent is the result of marketing programs initiated in prior years, including volume
based incentive programs and higher commissions for new business that increased commission rates to agents
resulting in increased average commissions and increased commission expense. Additionally, as we entered
new markets, we introduced higher commission rates to attract business from established agents. These rates
have continued into current policy periods and will have a greater impact on the commission expense percent
as the non-Minnesota states continue to grow relative to Minnesota. In all of our markets, we believe the
commission rates we pay are marketplace competitive;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Premium tax expense remained consistent at 2.0% of gross premiums earned in 1999, 1998 and 1997;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Other policy acquisition costs decreased slightly to 5.4% of gross
premiums earned in 1999 from 5.5% in 1998 and increased from 4.5% in
1997. Policy acquisition costs were consistent in 1999 and 1998,
however, increased significantly from 1997 due to (i) increased
personnel and overhead costs associated with improving our underwriting
function, (ii) increased personnel costs necessary for the growth in
premiums in force, and (iii) increased spending on marketing programs;
and                                                                                                                                                                                                                                                                                                                            

17



---





| |  |  | We incurred ceding commission expense totaling $321,000 in 1999 compared to no cost in 1998 and a cost of
$1,000 in 1997.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

2000 Outlook: We expect that policy acquisition costs will stabilize or trend
downward as a percent of gross premiums earned in 2000 due to the following:



| |  |  | We expect commission expense as a percent of gross premiums earned to
decrease slightly in 2000 as we manage our commission structures in our
non-Minnesota states;                                                                                                                                                                                                                                                                                                                                                                                          
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We expect premium tax expense as a percent of gross premiums earned to remain consistent with 1999; and                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | We expect that other policy acquisition costs will be consistent with
1999 as a percent of gross premiums earned as we continue to improve
our underwriting skills, increase premiums in force and generate
additional revenues to cover the relatively fixed policy acquisition
costs. We also expect that these costs will be offset on a limited
basis from increases in operating efficiency and effectiveness during
2000 realized through enhancements to our internal processes and
procedures, including changes to our proprietary computer systems.

General and Administrative Expenses: Our general and administrative expenses
include personnel costs, office rent, certain state administrative charges based
on premiums and other costs and expenses not specific to claim and claim
settlement expenses or policy acquisition costs.

Our general and administrative expenses increased to $12.0 million in 1999
from $11.4 million in 1998 and $11.6 million in 1997. As a percent of gross
premiums earned, general and administrative expenses increased to 13.5% in 1999
from 12.6% in 1998 and decreased from 14.3% in 1997. General and administrative
expenses continue to be managed aggressively and reduced where appropriate.
General and administrative expenses for 1999 include one-time expenses totaling
$1.3 million for corporate oversight expenses related to the efforts of the
majority shareholders in seeking a buyer for their shares and expenses related
to a reorganization effected in the fourth quarter of 1999. General and
administrative expenses for 1998 and 1997 include benefits of $1.1 million
recorded in the second quarter of 1998 and $842,000 recorded in the third
quarter of 1997, resulting from the reversal of 1997 and 1996 accruals for
assessments by the Minnesota Insurance Guarantee Association (MIGA), an
organization formed to fund Minnesota claims for insolvent insurance companies.
MIGA did not assess its members in 1999, 1998 or 1997 for workers compensation
claim liabilities arising from current or prior insolvencies resulting in the
accrual reversals and we do not expect an assessment in 1999 payable in 2000.
After adjusting for the accrual reversals, general and administrative expenses
decreased to 12.0% in 1999 from 13.9% in 1998 and 14.0% in 1997 as a percent of
gross premiums earned. These decreases reflect:



| |  |  | General and administrative expenses continue to improve as a percent of
premiums earned, after adjusting for MIGA accrual reversals and
one-time charges. We have aggressively managed personnel and other
operating costs and expenses to bring operating expenses more in line
with revenues. All expenses continue to be managed aggressively and
reduced where appropriate.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The reorganization effected in the fourth quarter of 1999 began earlier
in 1999 and resulted in a net reduction of thirty-three positions. This
reorganization has reduced costs and centralized and strengthened
certain processes.                                                                                                                                           

2000 Outlook: We expect that general and administrative expenses will be
affected by the following:



| |  |  | We expect that the reorganization effected in the fourth quarter of
1999 will result in further personnel cost reductions in 2000.                                                                                                                  
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We will continue to aggressively manage all other operating costs and expenses in 2000;                                                                                                                                                             
|
| |  |  | We have no plans to open additional state offices in 2000 and expect
that growth in premiums in force will result in additional revenues to
cover the fixed costs in all of our states; and                                                         
|
| |  |  | We expect to realize additional operational efficiency during 2000
through enhancements to our internal processes and procedures,
including changes to our operating structure as well as improvements to
our internal proprietary computer systems.

Interest Expense: We incurred interest charges on our Senior Notes in 1999, 1998
and 1997. The Senior Notes were paid in full in December 1999. We paid interest
at a rate of 9.50% on the outstanding balance on our Senior Notes

18



---



during 1999. Interest expense decreased to $266,000 in 1999 from $546,000 in
1998 and $777,000 in 1997 due to principal payments on the Senior Notes in
December 1998, 1997 and 1996. The Senior Notes were paid in full in December
1999.

In February 2000, we entered into a $6.0 million, 90-day term loan with a
bank in order to initiate the repurchase of shares from a group headed by our
majority shareholder and Chairman, David C. Prosser. We expect to refinance this
short-term term loan, obtain additional funding and close on the repurchase
transaction in March 2000, by entering into an $8.0 million Term Loan agreement
and a $2.0 million Revolving Credit Facility with a bank. These debt agreements
are subject to interest, payable quarterly at an adjusted LIBOR rate (8.31% at
February 29, 2000).

2000 Outlook: We expect to incur interest charges in 2000 on the Term Loan and
Revolving Credit Facility totaling approximately $620,000, increasing from
$266,000 in 1999.

Income Taxes: We incur federal income taxes on our combined service organization
(RTW) operations and insurance (ACIC) operations. We incur state income taxes on
the results of our service organizations operations and incur premium taxes in
lieu of state income taxes for substantially all of our insurance operations. In
certain instances, we may incur state income taxes on our insurance operations.
Additionally, certain provisions of the Internal Revenue Code adversely affect
our taxable income by accelerating recognition and payment of income taxes.
Adjustments to book income generating current tax liabilities include
limitations on the deductibility of unpaid claim and claim settlement expenses,
limitations on the deductibility of unearned premium reserves and limitations on
deductions for bad debt reserves.

Income tax expense was $1.9 million in 1999 compared to a benefit of
$4.0 million in 1998 and an expense of $2.9 million in 1997. As a percent of
income (loss) before income taxes, the income tax expense (benefit) was 23.8% of
income before income taxes in 1999 compared to (35.8%) of the loss before income
taxes in 1998 and 33.1% of income before income taxes in 1997. The income tax
expense percent in 1999 has been affected by (i) our income from operations,
(ii) decreased taxable net income from the service organization (RTW) which is
subject to both federal and state income taxes, and (iii) the introduction of
tax-exempt municipal income beginning in the second quarter of 1998.

2000 Outlook: Income tax expense (benefit) will vary based on (i) the income
(loss) from operations we recognize for 2000, and will (ii) decrease as a
percent of income (loss) before taxes relative to the statutory effective rate
as we purchase additional tax-exempt municipal fixed investments for our
investment portfolio. The ultimate change is unknown at this time.

Investments

Our portfolio of fixed maturity securities at December 31, 1999 included
tax-exempt municipal securities (56.3%), U.S. government securities (14.0%),
corporate securities (13.5%), mortgage-backed securities (14.4%), and
asset-backed securities (1.8%). After several years of purchasing solely U.S.
government securities, we engaged an investment manager in 1997 to diversify our
portfolio to other taxable fixed maturity investments and to maximize our
after-tax investment income without taking inappropriate credit risk. During the
second quarter of 1998, we transferred our portfolio to a new investment manager
and further diversified our portfolio by purchasing investment grade tax-exempt
fixed maturity investments. We conservatively manage our fixed maturity
portfolio, investing only in investment grade (BBB or better rating from
Standard and Poors) securities of U.S. domiciled issuers. We do not invest in
derivative securities.

Funds provided by our operating cash flows and investment cash flows have
historically provided growth in our investment portfolio. Operating cash flows
consist of the excess of premiums collected over claim and claim settlement
expenses reduced by payments for reinsurance premiums as well as other operating
expenses paid. Investment cash flows consist of income on existing investments
and proceeds from sales and maturities of investments. We have historically
generated positive net cash flows from operations due, in part, to timing
differences between the receipt of premiums and the payment of claim and claim
settlement expenses. These net cash flows decreased significantly in 1999 as we
have focused on closing old claims, paying earlier to close claims. Combined
with relatively flat premiums in force since December 1998, our cash flows from
timing on claims payments have decreased. Additionally, as we lowered our
reinsurance retention levels to $25,000 in mid-1998, we decreased our current
period cash flows as a result of pre-funding quarterly premiums under that
agreement. We expect this reduction in quarterly cash flow will continue until
reimbursements for loss payments to claimants under these contracts equal
disbursements for premium payments. Our investment portfolio decreased 14.7% or
$18.5

19



---



million to $108.1 million at December 31, 1999, from $126.6 million at
December 31, 1998, as a result of these factors.

We record investments on our balance sheet at fair value, with the
corresponding appreciation or depreciation from amortized cost recorded in
shareholders equity, net of taxes. Because value is based on the relationship
between the portfolios stated yields and prevailing market yields at any given
time, interest rate fluctuations can have a swift and significant impact on the
carrying value of these securities. As a result of the increased holdings in
securities classified as available-for-sale, and thus carried at fair value, we
expect to encounter larger adjustments in shareholders equity as market
interest rates and other factors change. Prevailing market interest rates
increased in 1999 resulting in a $4.3 million unrealized loss on investments
compared to a $2.7 million unrealized gain in 1998.

UNPAID CLAIM AND CLAIM SETTLEMENT EXPENSES

Our unpaid claim and claim settlement expenses represent established, reserves
for the estimated total unpaid cost of claim and claim settlement expenses,
which cover events that occurred in 1999 and prior years. The reserves are
primarily undiscounted, however, we discount reserves for selected claims that
have fixed and determinable future payments at 8.0%. These reserves reflect our
estimates of the total costs of claims that were reported, but not yet paid, and
the cost of claims incurred but not yet reported (IBNR). For reported claims, we
establish reserves on a case basis. For IBNR claims, we estimate reserves
using established actuarial methods. Both our case and IBNR reserve estimates
reflect such variables as past claims experience, current claim trends and
prevailing social, economic and legal environments. Due to our commencing
operations in 1992, we have limited historical data to estimate our reserves for
unpaid claim and claim settlement expenses and, accordingly, we supplement our
experience with external industry data, as adjusted, to reflect anticipated
differences between our results and the industry. We reduce the unpaid claim and
claim settlement expenses for estimated amounts of subrogation.

We believe our reserves for unpaid claim and claim settlement expenses
are adequate to cover the ultimate costs of claim and claim settlement expenses.
The ultimate cost of claim and claim settlement expenses may differ from the
established reserves, particularly when claims may not be settled for many
years. Reserves for unpaid claim and claim settlement expenses and assumptions
used in their development are continually reviewed. We record adjustments to
prior estimates of unpaid claim and claim settlement expenses to operations in
the year in which the adjustments are made. See Notes 1 and 5 of Notes to
Consolidated Financial Statements.

The following two tables reconcile the beginning and ending insurance
reserves, displayed individually for each of the last three years.

The following table sets forth reserves on a gross (before reinsurance) basis
(000s):

|                                                        |                                                                           |              |                 |        |                         |        |      |        |        |        |   |        |        |        | 
|------------------------------------------------------- | ------------------------------------------------------------------------- | ------------ | --------------- | ------ | ----------------------- | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                        |                                                                           |              |                 |        | Year
Ended December 31,
|                                                        |                                                                           |              |                 |        | 1999                    |        | 1998 |        | 1997  
|                                                        |                                                                           |              |                 |        |                         |        |      |        |       
|Gross Reserves for Claim and Claim Settlement Expenses:
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Gross reserves for claim and claim settlement expenses,
beginning of year |              | $               | 97,269 |                         |        | $    | 61,069 |        |        | $ | 49,256 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Provision increases (decreases) for claim and claim
settlement expenses: 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                           | Current year |                 |        | 79,333                  |        |      |        | 78,520 |        |   |        | 60,265 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                           | Prior years  |                 |        | (11,868                 | )      |      |        | 11,444 |        |   |        | (4,394 | )     
|                                                        |                                                                           |              |                 |        |                         |        |      |        |        |        |   |       
|                                                        |                                                                           |              | Total provision |        |                         | 67,465 |      |        |        | 89,964 |   |        |        | 55,871 | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Payments for claim and claim settlement expenses:                        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                           | Current year |                 |        | 27,841                  |        |      |        | 25,448 |        |   |        | 23,529 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                                                                           | Prior years  |                 |        | 37,062                  |        |      |        | 28,316 |        |   |        | 20,529 |       
|                                                        |                                                                           |              |                 |        |                         |        |      |        |        |        |   |       
|                                                        |                                                                           |              | Total payments  |        |                         | 64,903 |      |        |        | 53,764 |   |        |        | 44,058 | 
|                                                        |                                                                           |              |                 |        |                         |        |      |        |        |        |   |       
|                                                        | Gross reserves for claim and claim settlement expenses,
end of year       |              | $               | 99,831 |                         |        | $    | 97,269 |        |        | $ | 61,069 |       
|                                                        |                                                                           |              |                 |        |                         |        |      |        |        |        |   |       

20



---



The following table sets forth reserves on a net (after reinsurance) basis
(000s):

|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |        |        |        |        | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------ | ------------ | ------------------------------------------------------- | --------------- | ------ | ----------------------- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | 
|                                                                  |                                                                          |              |                                                         |                 |        | Year
Ended December 31,
|                                                                  |                                                                          |              |                                                         |                 |        | 1999                    |        | 1998   |        | 1997  
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |       
|Net Reserves for Claim and Claim Settlement Expenses:            
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Net reserves for claim and claim settlement expenses,
beginning of year  |              | $                                                       | 75,866          |        |                         | $      | 55,695 |        |        | $      | 43,073 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Plus: Deferred retrospective reinsurance gain, beginning of year         |              |                                                         | 1,989           |        |                         |        |       |        |        |        |       |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Provision increases (decreases) for claim and claim settlement expenses:
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                          |              | Current year                                            |                 |        | 52,176                  |        |        |        | 64,315 |        |        |        | 58,628 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                          |              | Prior years                                             |                 |        | (8,113                  | )      |        |        | 10,979 |        |        |        | (3,085 | )     
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                          |              | Amortization of deferred retrospective reinsurance gain |                 |        | (740                    | )      |        |        |       |        |        |        |       |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |       
|                                                                  |                                                                          |              |                                                         | Total provision |        |                         | 43,323 |        |        |        | 75,294 |        |        |        | 55,543 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Payments for claim and claim settlement expenses:                       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                          | Current year |                                                         |                 | 26,897 |                         |        |        | 25,397 |        |        |        | 23,482 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                                          | Prior years  |                                                         |                 | 34,380 |                         |        |        | 27,737 |        |        |        | 19,439 |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |       
|                                                                  |                                                                          |              |                                                         | Total payments  |        |                         | 61,277 |        |        |        | 53,134 |        |        |        | 42,921 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Less: Deferred retrospective reinsurance gain, end of year               |              |                                                         | (1,249          | )      |                         |        | (1,989 | )      |        |        |       |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |       
|Net reserves for claim and claim settlement expenses,
end of year |                                                                          | $            | 58,652                                                  |                 |        | $                       | 75,866 |        |        | $      | 55,695 |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |       

The following loss reserve development table sets forth the change,
over time, of reserves established for claim and claim settlement expenses at
the end of the last seven years. The following loss reserve development table is
cumulative and, therefore, ending balances should not be added since the amount
at the end of each calendar year includes activity for both current and prior
years (000s):

|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|------------------------- | ---------------------------------------------------------------- | ----------------- | - | ------------ | ------ | ---- | - | ------ | ------ | ---- | - | ------ | ------ | -- | - | ------ | ------ | -
|                          |                                                                  |                   |   | December
31,
|                          |                                                                  |                   |   | 1999         |        | 1998 |   | 1997   |        | 1996
|                          |                                                                  |                   |   |              |        |      |   |        |        |     
|Loss Reserve Development:
|                          | Gross reserves for unpaid claim
and claim settlement expenses    |                   | $ | 99,831       |        |      | $ | 97,269 |        |      | $ | 61,069 |        |    | $ | 49,256 |       
|                          | Deduct reinsurance recoveries                                    |                   |   | 41,179       |        |      |   | 21,403 |        |      |   | 5,374  |        |    |   | 6,183  |       
|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |        |    |   |        |       
|                          | Net reserves for unpaid claim
and claim settlement expenses      |                   | $ | 58,652       |        |      | $ | 75,866 |        |      | $ | 55,695 |        |    | $ | 43,073 |       
|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |        |    |   |        |       
|                          | Paid (cumulative) as of:                                        
|                          |                                                                  | One year later    |   |              |        |      |   | $      | 34,380 |      |   | $      | 27,737 |    |   | $      | 19,439 |  
|                          |                                                                  | Two years later   |   |              |        |      |   |        |        |      |   |        | 42,046 |    |   |        | 28,173 |  
|                          |                                                                  | Three years later |   |              |        |      |   |        |        |      |   |        |        |    |   |        | 33,438 |  
|                          |                                                                  | Four years later  |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Five years later  |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Six years later   |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Seven years later |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          | Reserves re-estimated as of:                                    
|                         
|                         
|                         
|                         
|                          |                                                                  | End of year       |   | $            | 58,652 |      |   | $      | 75,866 |      |   | $      | 55,695 |    |   | $      | 43,073 |  
|                          |                                                                  | One year later    |   |              |        |      |   |        | 67,753 |      |   |        | 66,674 |    |   |        | 39,988 |  
|                          |                                                                  | Two years later   |   |              |        |      |   |        |        |      |   |        | 61,075 |    |   |        | 43,484 |  
|                          |                                                                  | Three years later |   |              |        |      |   |        |        |      |   |        |        |    |   |        | 41,451 |  
|                          |                                                                  | Four years later  |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Five years later  |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Six years later   |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          |                                                                  | Seven years later |   |              |        |      |   |        |        |      |   |        |        |    |   |        |        |  
|                          | Initial reserves in excess of
(less than) re-estimated reserves:
|                          |                                                                  | Amount            |   |              |        |      |   | $      | 8,113  |      |   | $      | (5,380 | )  |   | $      | 1,622  |  
|                          |                                                                  | Percent           |   |              |        |      |   |        | 10.7   | %    |   |        | (9.7   | %) |   |        | 3.8    | %

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |       |   |   |       |       |   
|------------------------- | ---------------------------------------------------------------- | ----------------- | - | ------------ | ------ | ---- | - | ------ | ------ | ---- | - | ------ | ----- | - | - | ----- | ----- | --
|                          |                                                                  |                   |   | December
31,
|                          |                                                                  |                   |   | 1995         |        | 1994 |   | 1993   |        | 1992
|                          |                                                                  |                   |   |              |        |      |   |        |        |     
|Loss Reserve Development:
|                          | Gross reserves for unpaid claim
and claim settlement expenses    |                   | $ | 37,138       |        |      | $ | 28,165 |        |      | $ | 13,279 |       |   | $ | 2,688 |      
|                          | Deduct reinsurance recoveries                                    |                   |   | 8,312        |        |      |   | 13,902 |        |      |   | 9,593  |       |   |   | 1,886 |      
|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |       |   |   |       |      
|                          | Net reserves for unpaid claim
and claim settlement expenses      |                   | $ | 28,826       |        |      | $ | 14,263 |        |      | $ | 3,686  |       |   | $ | 802   |      
|                          |                                                                  |                   |   |              |        |      |   |        |        |      |   |        |       |   |   |       |      
|                          | Paid (cumulative) as of:                                        
|                          |                                                                  | One year later    |   | $            | 8,595  |      |   | $      | 4,639  |      |   | $      | 1,436 |   |   | $     | 583   |   
|                          |                                                                  | Two years later   |   |              | 12,894 |      |   |        | 6,476  |      |   |        | 2,150 |   |   |       | 678   |   
|                          |                                                                  | Three years later |   |              | 15,521 |      |   |        | 7,863  |      |   |        | 2,348 |   |   |       | 815   |   
|                          |                                                                  | Four years later  |   |              | 16,869 |      |   |        | 8,569  |      |   |        | 2,654 |   |   |       | 856   |   
|                          |                                                                  | Five years later  |   |              |        |      |   |        | 9,046  |      |   |        | 2,816 |   |   |       | 925   |   
|                          |                                                                  | Six years later   |   |              |        |      |   |        |        |      |   |        | 2,847 |   |   |       | 951   |   
|                          |                                                                  | Seven years later |   |              |        |      |   |        |        |      |   |        |       |   |   |       | 920   |   
|                          | Reserves re-estimated as of:                                    
|                          |                                                                  | End of year       |   | $            | 28,826 |      |   | $      | 14,263 |      |   | $      | 3,686 |   |   | $     | 802   |   
|                          |                                                                  | One year later    |   |              | 20,751 |      |   |        | 12,789 |      |   |        | 3,784 |   |   |       | 1,075 |   
|                          |                                                                  | Two years later   |   |              | 18,469 |      |   |        | 9,318  |      |   |        | 3,416 |   |   |       | 1,008 |   
|                          |                                                                  | Three years later |   |              | 19,796 |      |   |        | 8,984  |      |   |        | 2,782 |   |   |       | 950   |   
|                          |                                                                  | Four years later  |   |              | 19,389 |      |   |        | 9,669  |      |   |        | 2,861 |   |   |       | 912   |   
|                          |                                                                  | Five years later  |   |              |        |      |   |        | 9,692  |      |   |        | 2,972 |   |   |       | 949   |   
|                          |                                                                  | Six years later   |   |              |        |      |   |        |        |      |   |        | 2,927 |   |   |       | 964   |   
|                          |                                                                  | Seven years later |   |              |        |      |   |        |        |      |   |        |       |   |   |       | 926   |   
|                          | Initial reserves in excess of
(less than) re-estimated reserves:
|                          |                                                                  | Amount            |   | $            | 9,437  |      |   | $      | 4,571  |      |   | $      | 759   |   |   | $     | (124  | ) 
|                          |                                                                  | Percent           |   |              | 32.7   | %    |   |        | 32.0   | %    |   |        | 20.6  | % |   |       | (15.5 | %)

The following table is derived from the loss reserve development table
and summarizes the effect of reserve re-estimates, net of reinsurance, on
calendar year operations for the same seven-year period ended December 31, 1999.
The total of each column details the amount of reserve re-estimates made in the
indicated calendar year and

21



---



shows the accident years to which the re-estimates are applicable. The amounts
in the total accident year column represent the cumulative reserve re-estimates
for the indicated accident year (000s):

|               |       |  |                                                             |       |      |  |      |         |      |  |   |       |   |  |   |       | 
|-------------- | ----- |  | ----------------------------------------------------------- | ----- | ---- |  | ---- | ------- | ---- |  | - | ----- | - |  | - | ----- | 
|               |       |  | Effect of
Reserve re-estimates on Calendar Year Operations:
|               |       |  | 1999                                                        |       | 1998 |  | 1997 |         | 1996
|               |       |  |                                                             |       |      |  |      |         |     
|Accident Year:
|              
|              
|              
|              
|               | 1992  |  | $                                                           | 38    |      |  | $    | (15     | )    |  | $ | (37   | ) |  | $ | 38    | 
|              
|              
|              
|              
|               | 1993  |  |                                                             | 7     |      |  |      | (96     | )    |  |   | (42   | ) |  |   | 596   | 
|              
|              
|              
|              
|               | 1994  |  |                                                             | (68   | )    |  |      | (574    | )    |  |   | 413   |   |  |   | 2,837 | 
|              
|              
|              
|              
|               | 1995  |  |                                                             | 430   |      |  |      | (642    | )    |  |   | 1,948 |   |  |   | 4,604 | 
|              
|              
|              
|              
|               | 1996  |  |                                                             | 1,626 |      |  |      | (2,169  | )    |  |   | 803   |   |  |   |       | 
|              
|              
|              
|              
|               | 1997  |  |                                                             | 3,566 |      |  |      | (7,483  | )    |  |   |       |   |  |   |       | 
|              
|              
|              
|              
|               | 1998  |  |                                                             | 2,514 |      |  |      |         |      |  |   |       |   |  |   |       | 
|               |       |  |                                                             |       |      |  |      |         |      |  |   |       |   |  |   |      
|               | Total |  | $                                                           | 8,113 |      |  | $    | (10,979 | )    |  | $ | 3,085 |   |  | $ | 8,075 | 
|               |       |  |                                                             |       |      |  |      |         |      |  |   |       |   |  |   |      

[Additional columns below]

[Continued from above table, first column(s) repeated]

|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              |        |  
|-------------- | ----- |  | ----------------------------------------------------------- | ----- | -------- |  | ---- | ---- | ---- |  | - | ---- | - |  | ------------ | ------ | -
|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  | Cumulative  
|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  | Re-estimates
|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  | for
each    
|               |       |  | Effect of
Reserve re-estimates on Calendar Year Operations: |       | Accident
|               |       |  | 1995                                                        |       | 1994     |  | 1993 |      | Year
|               |       |  |                                                             |       |          |  |      |      |     
|Accident Year:
|              
|              
|              
|              
|               | 1992  |  | $                                                           | 58    |          |  | $    | 67   |      |  | $ | (273 | ) |  | $            | (124   | )
|              
|              
|              
|              
|               | 1993  |  |                                                             | 310   |          |  |      | (165 | )    |  |   |      |   |  |              | 610    |  
|              
|              
|              
|              
|               | 1994  |  |                                                             | 1,106 |          |  |      |      |      |  |   |      |   |  |              | 3,714  |  
|              
|              
|              
|              
|               | 1995  |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              | 6,340  |  
|              
|              
|              
|              
|               | 1996  |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              | 260    |  
|              
|              
|              
|              
|               | 1997  |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              | (3,917 | )
|              
|              
|              
|              
|               | 1998  |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              | 2,514  |  
|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              |       
|               | Total |  | $                                                           | 1,474 |          |  | $    | (98  | )    |  | $ | (273 | ) |  | $            | 9,397  |  
|               |       |  |                                                             |       |          |  |      |      |      |  |   |      |   |  |              |       

Liquidity and Capital Resources

Liquidity refers to our ability to generate sufficient cash flows to meet the
short- and long-term cash requirements of our operations. Capital resources
represent those funds deployed or available to be deployed to support our
business operations.

Our primary sources of cash from operations are premiums collected and
investment income. Our investment portfolio is also a source of liquidity,
through the sale of readily marketable fixed maturity investments. Our primary
cash requirements consist of payments for (i) reinsurance, (ii) claim and claim
settlement expenses, (iii) policy acquisition costs, (iv) general and
administrative expenses, (v) capital expenditures, (vi) income taxes, and (vii)
debt service or principal repayment on our Senior Notes, Term Loan or Revolving
Credit Facility. We have historically generated positive net cash from
operations due, in part, to timing differences between the receipt of premiums
and the payment of claim and claim settlement expenses. As we lowered our
reinsurance retention levels to $25,000 in mid-1998, we decreased our current
period cash flows as a result of pre-funding quarterly premiums under that
agreement. We expect this reduction in quarterly cash flow will continue until
reimbursements for loss payments to claimants under these contracts equal
disbursements for premium payments. Cash generated is either invested in
short-term cash and cash equivalents or longer term available-for-sale
securities pending future payments for such expenses as indemnity, medical
benefits and other operating expenses. Cash and cash equivalents consist of U.S.
government securities acquired under repurchase agreements, tax-exempt municipal
securities and corporate securities all with maturities of 90 days or less, with
the remaining balances in cash and a money market fund that invests primarily in
short-term government securities.

Cash used in operating activities in 1999 was $10.3 million. This is
primarily a result of an increase of $21.2 million in amounts due from
reinsurers, a decrease of $3.1 million in premiums receivable, net of unearned
premiums, offset by our net income of $6.2 million, an increase of $2.6 million
in unpaid claim and claim settlement expenses, which are non-cash accruals for
future claims, depreciation and amortization expense of $1.4 million and an
increase in our deferred income tax asset of $764,000. Net cash provided by
investing activities was $11.0 million, primarily the result of $20.9 million in
proceeds from sales of securities and maturities of $1.9 million of investments
offset by $11.2 million in purchases of securities and $573,000 in purchases of
fixed assets. Net cash used in financing activities was $1.1 million due to
payments on notes payable of $2.5 million offset by $1.3 million in proceeds
from the exercise of stock options and $105,000 resulting from the issuance of
common stock under our Employee Stock Purchase Plan.

Our need for additional capital is primarily the result of regulations that
require certain ratios of capital to premiums written. In the future, we expect
that our need for additional capital will be primarily related to the growth of
our insurance subsidiary and the need to maintain appropriate capital to premium
ratios as defined by state regulatory bodies. As an alternative to raising
additional capital, we believe we could secure quota-share or other additional
reinsurance that would have the effect of reducing the ratio of premiums to
capital and could be used to satisfy state regulatory requirements.

State insurance regulations limit distributions, including dividends, from
our insurance subsidiary to us. The maximum amount of dividends that can be paid
by ACIC to us in any year is equal to the greater of: (i) 10% of ACICs
statutory surplus as of the end of the previous fiscal year, or (ii) the
statutory net gain from operations (not

22



---



including realized capital gains) of ACIC in its most recent fiscal year. Based
on this limitation, the maximum dividend that ACIC could pay to us in 2000,
without regulatory approval, is approximately $4.6 million. (See Note 9 of Notes
to Consolidated Financial Statements.) ACIC has never paid a dividend to us and
we intend to retain capital in the insurance subsidiary.

On September 15, 1998, our Board of Directors approved a share repurchase
program authorizing us to repurchase, from time to time, up to $4,000,000 of
RTW, Inc. common stock. We will repurchase the shares on the open market or
through private transactions depending upon market conditions and availability.
Through December 31, 1999 we had repurchased 19,500 shares for approximately
$87,000. The repurchased shares will be used for employee stock option and
purchase plans and other corporate purposes.

We believe that cash flow generated by our operations and our cash and
investment balances will be sufficient to fund continuing operations, principal
and interest payments and capital expenditures for the next 12 months.

MARCH 2000 REPURCHASE OF SHARES

On November 2, 1999, we announced that a group consisting of David C. Prosser,
Chairman, members of his family, and another of our directors retained an
investment banker to explore a sale of the groups shares to new strategic
investors. The group held approximately 6,383,000 shares, representing 52% of all
outstanding shares. In conjunction with the process, our Board of Directors
appointed a Special Committee of independent directors to evaluate any proposed
transaction.

On February 2, 2000, we entered into an agreement with participating
members of the group (together, the Prosser Selling Group). Under the
agreement, we agreed to repurchase from individual members of the Prosser
Selling Group shares totaling approximately $7.8 million. On March 28, 2000, we repurchased 1,418,570
shares at $5.19 per share.  At the closing, each member of the Prosser Selling Group signed a two year standstill
and Voting Agreement under which each agreed, among other things, not to acquire additional Securities of RTW and
not to initiate or support certain actions designed to effect fundamental changes in RTW policy or structure.
In addition, David C. Prosser retired and resigned as Chairman and we paid him $225,000 as a termination
benefit in conjunction with the closing. He is expected to remain as a member of our Board of Directors.

Under the terms of the agreement, we borrowed $6.0 million under a 90-day
term loan agreement with a bank and advanced the proceeds to the Prosser Selling
Group for a security interest in the shares owned by the group. This term loan
is subject to interest at a LIBOR adjusted rate (8.31% at February 29, 2000). We
expect to replace the 90-day term loan with an $8.0 million term loan agreement and $2.0
million revolving credit facility to be used for general corporate purposes. We
expect the term loan will accrue interest, payable quarterly, at an adjusted
LIBOR rate and expect principal maturities due as follows (000s):

|             |  |   |       | 
|------------ |  | - | ----- | 
|December 31,
|            
|2000         |  | $ | 1,000 | 
|            
|            
|            
|            
|2001         |  |   | 1,500 | 
|            
|            
|            
|            
|2002         |  |   | 1,500 | 
|            
|            
|            
|            
|2003         |  |   | 2,000 | 
|            
|            
|            
|            
|2004         |  |   | 2,000 | 

We expect the revolving credit facility will accrue interest, payable
quarterly, at an adjusted LIBOR rate and mature in March 2001, but will be renewable annually at the discretion of
the bank.

INTEREST RATE RISK

Our fixed maturity investments are subject to interest rate risk. Increases and
decreases in prevailing interest rates generally translate into decreases and
increases in the fair value of these instruments. Also, fair values of interest
rate sensitive instruments may be affected by the credit worthiness of the
issuer, prepayment options, relative values of alternative instruments, the
liquidity of the instrument and other general market conditions. We regularly
evaluate interest rate risk in order to evaluate the appropriateness of our
investments.

An increase of 100 basis points in prevailing interest rates would reduce
the fair value of our interest rate sensitive instruments by approximately $5.4
million.

The effect of interest rate risk on potential near-term fair value was
determined based on commonly used models. The models project the impact of
interest rate changes on factors such as duration, prepayments, put options

23



---



and
call options. Fair value was determined based on the net present value of cash
flows or duration estimates, using a representative set of likely future
interest rate scenarios.

IMPACT OF THE YEAR 2000 ON COMPUTER APPLICATIONS

The year 2000 is a critical year for computer applications. Historically, many
computer programs were written using two digits rather than four to define the
appropriate year. As a result, many computer programs that have date sensitive
fields may recognize a date using 00 as the year 1900 rather than the year
2000. This could result in system failures or miscalculations causing disruption
of operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in other critical business activities.

We have had no instances of system failure or interrupted operations
resulting from system failures of our significant vendors in 2000 and expect no
problems as we continue into the new millennium.

NAIC RISK-BASED CAPITAL STANDARDS

The National Association of Insurance Commissioners (NAIC) has risk-based
capital standards to determine the capital requirements of a property and
casualty insurance carrier based upon the risks inherent in its operations.
These standards require the computation of a risk-based capital amount which is
then compared to a carriers actual total adjusted capital. The computation
involves applying factors to various financial data to address four primary
risks: asset risk, insurance underwriting risk, credit risk and off-balance
sheet risk. These standards provide for regulatory intervention when the percent
of total adjusted capital to authorized control level risk-based capital is
below certain levels. Based upon the risk-based capital standards, our percent
of total adjusted capital is substantially in excess of authorized control level
risk-based capital.

REGULATION

Our insurance subsidiary is subject to substantial regulation by governmental
agencies in the states in which we operate, and will be subject to such
regulation in any state in which we provide workers compensation products and
services in the future. State regulatory agencies have broad administrative
power with respect to all aspects of our business, including premium rates,
benefit levels, policy forms, dividend payments, capital adequacy and the amount
and type of investments. These regulations are primarily intended to protect
covered employees and policyholders rather than the insurance company. Both the
legislation covering insurance companies and the regulations adopted by state
agencies are subject to change. At December 31, 1999, our insurance subsidiary
was licensed to do business in Minnesota, South Dakota, Wisconsin, Colorado,
Missouri, Illinois, Kansas, Michigan, Indiana, Massachusetts, Connecticut, Rhode
Island, Pennsylvania, Tennessee, Maryland, Arkansas, Iowa, Florida, Georgia, New
Jersey, North Carolina and Texas.

In March 1998, the National Association of Insurance Commissioners adopted
the Codification of Statutory Accounting Principles (Codification). The
Codification, which is intended to standardize regulatory accounting and
reporting for the insurance industry, is proposed to be effective January 1,
2001. However, statutory accounting principles will continue to be established
by individual state laws and permitted practices and it is uncertain when, or
if, the state of Minnesota will require adoption of Codification for preparing
statutory financial statements. We have not quantified the effect Codification
may have on our statutory financial statements.

FORWARD LOOKING STATEMENTS

Information included in this annual report which can be identified by the use of
forward-looking terminology such as may, will, expect, anticipate,
estimate, or continue or the negative thereof or other variations thereon or
comparable terminology constitutes forward-looking information. The following
important factors, among others, in some cases have affected and in the future
could affect our actual results and could cause our actual financial performance
to differ materially from that expressed in any forward-looking statement: (i)
our ability to manage both our existing claims and our new claims in an
effective manner, (ii) competition from traditional workers compensation
insurance carriers, (iii) our ability to further penetrate our existing markets,
(iv) changes in workers compensation regulation by states, including changes in
mandated benefits or insurance company regulation, (v) our ability to retain our
existing customers at favorable beneficial premium rates when their policies
renew, and (vi) our ability to successfully introduce new products and services.
This discussion of uncertainties is by no means exhaustive but is designed to
highlight important factors that may impact our future performance.

24



---






ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information with respect to Disclosures about Market Risk is contained in the
Section entitled Managements Discussion and Analysis of Financial Condition
and Results of Operations under Item 7 of this Report of
Form 10-K and is
incorporated herein by reference.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

|                                                                                          |  |      |    | 
|----------------------------------------------------------------------------------------- |  | ---- | -- | 
|FINANCIAL STATEMENTS                                                                      |  | Page
|                                                                                          |  |     
|Independent Auditors Report                                                              |  |      | 26 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Consolidated Balance Sheets  December 31, 1999 and 1998                                  |  |      | 27 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Consolidated Statements of Operations  Years Ended December 31, 1999, 1998 and 1997      |  |      | 28 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Consolidated Statements of Other Comprehensive Income (Loss) and                          |  |      |    | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Shareholders Equity  Years Ended December 31, 1999, 1998 and 1997                       |  |      | 29 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Consolidated Statements of Cash Flows  Years Ended December 31, 1999, 1998 and 1997      |  |      | 30 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Notes to Consolidated Financial Statements  Years Ended December 31, 1999, 1998 and 1997 |  |      | 31 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         

25



---



INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders
RTW, Inc.
Minneapolis, Minnesota

We have audited the accompanying consolidated balance sheets of RTW,
Inc. and subsidiary (the Company) as of December 31, 1999 and 1998, and the
related consolidated statements of operations, other comprehensive income (loss)
and shareholders equity, and cash flows for each of the three years in the
period ended December 31, 1999. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company at December 31, 1999 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with generally accepted accounting principles.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 3, 2000
(February 29, 2000 as to Note 13)

26



---



RTW, INC.
Consolidated Balance Sheets
December 31, 1999 and 1998
(IN THOUSANDS, EXCEPT SHARE DATA)

|                                                                   |                                               |         |         |        |   |         |         |        |  |  | 
|------------------------------------------------------------------ | --------------------------------------------- | ------- | ------- | ------ | - | ------- | ------- | ------ |  |  | 
|                                                                   |                                               |         |         | 1999   |   |         | 1998   
|                                                                   |                                               |         |         |        |   |         |        
|ASSETS                                                            
|Investments at fair value, amortized cost of $112,334 and $123,924 |                                               | $       | 108,064 |        |   | $       | 126,631 |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Cash and cash equivalents                                          |                                               |         | 302     |        |   |         | 700     |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Accrued investment income                                          |                                               |         | 1,475   |        |   |         | 1,761   |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Premiums receivable, less allowance of $519 and $417               |                                               |         | 9,435   |        |   |         | 6,554   |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Reinsurance recoverables:                                         
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | On unpaid claim and claim settlement expenses |         |         | 41,179 |   |         |         | 21,403 | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|                                                                   | On paid claim and claim settlement expenses   |         |         | 2,323  |   |         |         | 867    | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Deferred policy acquisition costs                                  |                                               |         | 1,487   |        |   |         | 1,501   |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Furniture and equipment, net                                       |                                               |         | 3,881   |        |   |         | 4,565   |       
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Other assets                                                       |                                               |         | 8,365   |        |   |         | 8,952   |       
|                                                                   |                                               |         |         |        |   |         |         |       
|Total assets                                                       | $                                             | 176,511 |         |        | $ | 172,934 |        
|                                                                   |                                               |         |         |        |   |         |         |       

LIABILITIES AND SHAREHOLDERS EQUITY

|                                           |                                                                |                                            |                                                         |        |         |        |        |        |         |        | 
|------------------------------------------ | -------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------- | ------ | ------- | ------ | ------ | ------ | ------- | ------ | 
|Unpaid claim and claim settlement expenses |                                                                | $                                          | 99,831                                                  |        |         | $      | 97,269 |       
|                                          
|                                          
|                                          
|                                          
|Unearned premiums                          |                                                                |                                            | 12,766                                                  |        |         |        | 13,027 |       
|                                          
|                                          
|                                          
|                                          
|Accrued expenses and other liabilities     |                                                                |                                            | 8,349                                                   |        |         |        | 7,559  |       
|                                          
|                                          
|                                          
|                                          
|Notes payable                              |                                                                |                                            |                                                        |        |         |        | 2,461  |       
|                                           |                                                                |                                            |                                                         |        |         |        |        |       
|                                           |                                                                | Total liabilities                          |                                                         |        | 120,946 |        |        |        | 120,316 |       
|                                          
|                                          
|                                          
|                                          
|Shareholders equity:                     
|                                          
|                                          
|                                          
|                                          
|                                           | Undesignated stock, no par value; authorized 4,750,000 shares;
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                |                                            | none issued or outstanding                              |        |         |       |        |        |         |       | 
|                                          
|                                          
|                                          
|                                          
|                                           | Series A Junior Participating Preferred Stock, no par value;  
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                |                                            | authorized 250,000 shares; none issued or outstanding   |        |         |       |        |        |         |       | 
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, no par value; authorized 25,000,000 shares;     
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                |                                            | issued and outstanding 12,312,000 and 11,935,000 shares |        |         | 30,808 |        |        |         | 29,451 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Retained earnings                                              |                                            |                                                         | 27,575 |         |        |        | 21,408 |        
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive (loss) income                  |                                            |                                                         | (2,818 | )       |        |        | 1,759  |        
|                                           |                                                                |                                            |                                                         |        |         |        |        |       
|                                           |                                                                | Total shareholders equity                 |                                                         |        | 55,565  |        |        |        | 52,618  |       
|                                           |                                                                |                                            |                                                         |        |         |        |        |       
|                                           |                                                                | Total liabilities and shareholders equity |                                                         | $      | 176,511 |        |        | $      | 172,934 |       
|                                           |                                                                |                                            |                                                         |        |         |        |        |       

See notes to consolidated financial statements.

27



---



RTW, INC.
Consolidated Statements of Operations
Years Ended December 31, 1999, 1998 and 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |            |        |       | 
|------------------------------------ | ----------------------------------- | --------------- | --------------------------------- | ---------- | ------ | ----- | ------ | ---------- | ------- | ------- | ----- | ---------- | ------ | ----- | 
|                                     |                                     |                 |                                   |            | 1999   |       | 1998   |            | 1997   
|                                     |                                     |                 |                                   |            |        |       |        |            |        
|Revenues:                           
|                                    
|                                    
|                                    
|                                    
|                                     | Gross premiums earned               |                 | $                                 | 89,226     |        |       | $      | 89,881     |         |         | $     | 81,385     |       
|                                    
|                                    
|                                    
|                                    
|                                     | Premiums ceded                      |                 |                                   | (18,008    | )      |       |        | (8,489     | )       |         |       | (342       | )     
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     |                                     | Premiums earned |                                   |            | 71,218 |       |        |            | 81,392  |         |       |            | 81,043 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Investment income                   |                 |                                   | 6,510      |        |       |        | 7,714      |         |         |       | 6,821      |       
|                                    
|                                    
|                                    
|                                    
|                                     | Net realized investment gains       |                 |                                   | 84         |        |       |        | 1,046      |         |         |       | 399        |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     |                                     | Total revenues  |                                   |            | 77,812 |       |        |            | 90,152  |         |       |            | 88,263 |      
|                                    
|                                    
|                                    
|                                    
|Expenses:                           
|                                    
|                                    
|                                    
|                                    
|                                     | Claim and claim settlement expenses |                 |                                   | 43,323     |        |       |        | 75,294     |         |         |       | 55,543     |       
|                                    
|                                    
|                                    
|                                    
|                                     | Policy acquisition costs            |                 |                                   | 14,111     |        |       |        | 13,974     |         |         |       | 11,658     |       
|                                    
|                                    
|                                    
|                                    
|                                     | General and administrative expenses |                 |                                   | 12,021     |        |       |        | 11,369     |         |         |       | 11,616     |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     |                                     | Total expenses  |                                   |            | 69,455 |       |        |            | 100,637 |         |       |            | 78,817 |      
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     |                                     |                 | Income (loss) from operations     |            |        | 8,357 |        |            |         | (10,485 | )     |            |        | 9,446 | 
|                                    
|                                    
|                                    
|                                    
|                                     | Interest expense                    |                 |                                   | 266        |        |       |        | 546        |         |         |       | 777        |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     |                                     |                 | Income (loss) before income taxes |            |        | 8,091 |        |            |         | (11,031 | )     |            |        | 8,669 | 
|                                    
|                                    
|                                    
|                                    
|                                     | Income tax expense (benefit)        |                 |                                   | 1,924      |        |       |        | (3,950     | )       |         |       | 2,870      |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|Net income (loss)                    |                                     | $               | 6,167                             |            |        | $     | (7,081 | )          |         | $       | 5,799 |           
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|Income (loss) per share:            
|                                    
|                                    
|                                    
|                                    
|                                     | Basic income (loss) per share       |                 | $                                 | 0.50       |        |       | $      | (0.59      | )       |         | $     | 0.49       |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     | Diluted income (loss) per share     |                 | $                                 | 0.50       |        |       | $      | (0.59      | )       |         | $     | 0.48       |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|Weighted average shares outstanding:
|                                    
|                                    
|                                    
|                                    
|                                     | Basic shares outstanding            |                 |                                   | 12,291,000 |        |       |        | 11,927,000 |         |         |       | 11,833,000 |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           
|                                     | Diluted shares outstanding          |                 |                                   | 12,360,000 |        |       |        | 11,927,000 |         |         |       | 12,079,000 |       
|                                     |                                     |                 |                                   |            |        |       |        |            |         |         |       |           

See notes to consolidated financial statements.

28



---



RTW, INC.Consolidated Statements of Other Comprehensive Income (Loss) and Shareholders Equity
Years Ended December 31, 1999, 1998 and 1997
(IN THOUSANDS)

|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   |             |        |  |        |        |   | 
|---------------------------- | --------------------- | --------------------------------------- | -------------------------------------- | -------------------- | ----- | ------ |  | ------ | ------ | ------------- | ------ | ------ | ------ | ------------- | ------ | ------------- | - | ----------- | ------ |  | ------ | ------ | - | 
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   | Accumulated
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   | Other      
|                             |                       |                                         |                                        |                      |       |        |  |        |        | Comprehensive |        |        |        |               |        | Comprehensive |   | Total      
|                             |                       |                                         |                                        |                      |       | Common |  | Income |        | Retained      |        | Income |        | Shareholders'
|                             |                       |                                         |                                        |                      |       | Stock  |  | (Loss) |        | Earnings      |        | (Loss) |        | Equity       
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |              
|Balance at January 1, 1997   |                       | $                                       | 28,610                                 |                      |       |        |  |        |        | $             | 22,690 |        |        | $             | 11     |               |   | $           | 51,311 | 
|                            
|                            
|                            
|                            
|                             | Comprehensive income:
|                            
|                            
|                            
|                            
|                             |                       | Net income                              |                                        |                      |      |        |  | $      | 5,799  |               |        |        | 5,799  |               |        |               |  |             |        |  | 5,799  |       
|                            
|                            
|                            
|                            
|                             |                       | Other comprehensive income, net of tax:
|                            
|                            
|                            
|                            
|                             |                       |                                         | Change in unrealized investment gains  |                      |       |       |  |        |        | 881           |        |        |        |              |        |               |   | 881         |        |  |        | 881    |  
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       |                                         |                                        | Comprehensive income |       |        |  |        |        | $             | 6,680  |       
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       | Incentive stock options exercised       |                                        |                      | 1     |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 1      |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of non-qualified options       |                                        |                      | 96    |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 96     |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of shares to ESOP              |                                        |                      | 115   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 115    |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of shares under ESPP           |                                        |                      | 154   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 154    |       
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   |             |        | 
|Balance at December 31, 1997 |                       |                                         | 28,976                                 |                      |       |        |  |        |        |               | 28,489 |        |        |               | 892    |               |   |             | 58,357 | 
|                            
|                            
|                            
|                            
|                             | Comprehensive loss:  
|                            
|                            
|                            
|                            
|                             |                       | Net loss                                |                                        |                      |      |        |  | $      | (7,081 | )             |        |        | (7,081 | )             |        |               |  |             |        |  | (7,081 | )     
|                            
|                            
|                            
|                            
|                             |                       | Other comprehensive income, net of tax:
|                            
|                            
|                            
|                            
|                             |                       |                                         | Change in unrealized investment gains  |                      |       |       |  |        |        | 867           |        |        |        |              |        |               |   | 867         |        |  |        | 867    |  
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       |                                         |                                        | Comprehensive loss   |       |        |  |        |        | $             | (6,214 | )     
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       | Non-qualified stock options exercised   |                                        |                      | 167   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 167    |       
|                            
|                            
|                            
|                            
|                             |                       | Incentive stock options exercised       |                                        |                      | 166   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 166    |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of common shares               |                                        |                      | 30    |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 30     |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of shares under ESPP           |                                        |                      | 199   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 199    |       
|                            
|                            
|                            
|                            
|                             |                       | Retirement of common stock              |                                        |                      | (87   | )      |  |        |        |               |        |        |       |               |        |               |  |             |        |  | (87    | )     
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   |             |        | 
|Balance at December 31, 1998 |                       |                                         | 29,451                                 |                      |       |        |  |        |        |               | 21,408 |        |        |               | 1,759  |               |   |             | 52,618 | 
|                            
|                            
|                            
|                            
|                             | Comprehensive income:
|                            
|                            
|                            
|                            
|                             |                       | Net income                              |                                        |                      |      |        |  | $      | 6,167  |               |        |        | 6,167  |               |        |               |  |             |        |  | 6,167  |       
|                            
|                            
|                            
|                            
|                             |                       | Other comprehensive losses, net of tax:
|                            
|                            
|                            
|                            
|                             |                       |                                         | Change in unrealized investment losses |                      |       |       |  |        |        | (4,577        | )      |        |        |               |        |               |   | (4,577      | )      |  |        | (4,577 | )
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       |                                         |                                        | Comprehensive income |       |        |  |        |        | $             | 1,590  |       
|                             |                       |                                         |                                        |                      |       |        |  |       
|                             |                       | Non-qualified stock options exercised   |                                        |                      | 1,172 |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 1,172  |       
|                            
|                            
|                            
|                            
|                             |                       | Incentive stock options exercised       |                                        |                      | 80    |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 80     |       
|                            
|                            
|                            
|                            
|                             |                       | Issuance of shares under ESPP           |                                        |                      | 105   |        |  |        |        |               |        |        |       |               |        |               |  |             |        |  | 105    |       
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   |             |        | 
|Balance at December 31, 1999 |                       | $                                       | 30,808                                 |                      |       |        |  |        |        | $             | 27,575 |        |        | $             | (2,818 | )             |   | $           | 55,565 | 
|                             |                       |                                         |                                        |                      |       |        |  |        |        |               |        |        |        |               |        |               |   |             |        | 

See notes to consolidated financial statements.

29



---



RTW, INC.Consolidated Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
(IN THOUSANDS)

|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |         |       |         |  
|----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------- | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ----- | ------- | -
|                                                                                                |                                                                                          |                                    |                                                     |         | 1999   |         | 1998   |         | 1997  
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |       
|Cash flows from operating activities:                                                          
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Net income (loss)                                                                        |                                    | $                                                   | 6,167   |        |         | $      | (7,081  | )      |         | $      | 5,799   |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          | Net realized investment gains      |                                                     |         | (84    | )       |        |         | (1,046 | )       |        |         | (399  | )      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          | Depreciation and amortization      |                                                     |         | 1,382  |         |        |         | 1,341  |         |        |         | 1,237 |        
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          | Deferred income taxes              |                                                     |         | 764    |         |        |         | (2,239 | )       |        |         | (715  | )      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          | Changes in assets and liabilities:
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          |                                    | Amounts due from reinsurers                         |         |        | (21,232 | )      |         |        | (14,164 | )      |         |       | 2,621   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          |                                    | Unpaid claim and claim settlement expenses          |         |        | 2,562   |        |         |        | 36,200  |        |         |       | 11,813  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          |                                    | Unearned premiums, net of premiums receivable       |         |        | (3,142  | )      |         |        | (1,344  | )      |         |       | (1,015  | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          |                                    | Other, net                                          |         |        | 3,313   |        |         |        | (1,849  | )      |         |       | 1,032   |  
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|                                                                                                |                                                                                          |                                    | Net cash (used in) provided by operating activities |         |        | (10,270 | )      |         |        | 9,818   |        |         |       | 20,373  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Cash flows from investing activities:                                                          
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Maturities of investments                                                                |                                    |                                                     | 1,915   |        |         |        | 2,000   |        |         |        | 2,500   |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Purchases of available-for-sale investments                                              |                                    |                                                     | (11,239 | )      |         |        | (77,594 | )      |         |        | (62,403 | )    
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Proceeds from sales of available-for-sale investments                                    |                                    |                                                     | 20,912  |        |         |        | 63,522  |        |         |        | 39,095  |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Purchases of furniture and equipment                                                     |                                    |                                                     | (573    | )      |         |        | (819    | )      |         |        | (2,447  | )    
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|                                                                                                |                                                                                          |                                    | Net cash provided by (used in) investing activities |         |        | 11,015  |        |         |        | (12,891 | )      |         |       | (23,255 | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Cash flows from financing activities:                                                          
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Payments on notes payable                                                                |                                    |                                                     | (2,500  | )      |         |        | (2,500  | )      |         |        | (2,000  | )    
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Stock options and warrants exercised                                                     |                                    |                                                     | 1,252   |        |         |        | 333     |        |         |        | 1       |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Issuance of common stock under ESPP                                                      |                                    |                                                     | 105     |        |         |        | 199     |        |         |        | 154     |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Issuance of common stock to ESOP                                                         |                                    |                                                     |        |        |         |        |        |        |         |        | 115     |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Issuance of common stock                                                                 |                                    |                                                     |        |        |         |        | 30      |        |         |        |        |      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                | Retirement of common stock                                                               |                                    |                                                     |        |        |         |        | (87     | )      |         |        |        |      
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|                                                                                                |                                                                                          |                                    | Net cash used in financing activities               |         |        | (1,143  | )      |         |        | (2,025  | )      |         |       | (1,730  | )
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|Net decrease in cash and cash equivalents                                                       |                                                                                          |                                    | (398                                                | )       |        |         | (5,098 | )       |        |         | (4,612 | )      
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Cash and cash equivalents at beginning of year                                                  |                                                                                          |                                    | 700                                                 |         |        |         | 5,798  |         |        |         | 10,410 |        
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|Cash and cash equivalents at end of year                                                        |                                                                                          | $                                  | 302                                                 |         |        | $       | 700    |         |        | $       | 5,798  |        
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|Supplemental disclosure of cash flow information:     Cash paid (received) during
the year for:
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |                                                                                          | Interest                           |                                                     | $       | 238    |         |        | $       | 546    |         |        | $       | 664   |        
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        
|                                                                                                |                                                                                          | Income tax (refunds) payments      |                                                     | $       | (1,312 | )       |        | $       | 488    |         |        | $       | 3,536 |        
|                                                                                                |                                                                                          |                                    |                                                     |         |        |         |        |         |        |         |        |        

See notes to consolidated financial statements.

30



---



RTW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  RTW, Inc. (RTW) provides workers compensation insurance coverage
to employers through its wholly owned insurance subsidiary, American
Compensation Insurance Company (ACIC). Collectively, we, our and us will
refer to these entities in these Notes to Consolidated Financial Statements.

We benefit from our ability to reduce workers compensation costs and
provide employers the ability to control their workers compensation programs.
We are domiciled in Minnesota and were licensed in Minnesota, Colorado,
Missouri, Michigan, Massachusetts, Illinois, Kansas, Connecticut, Wisconsin,
Rhode Island, Florida, Iowa, Indiana, Arkansas, Pennsylvania, Tennessee, South
Dakota, Maryland, Georgia, New Jersey, North Carolina and Texas at December 31,
1999. We are also licensed to write workers compensation insurance coverage for
companies covered under the Longshoremans Act. We wrote policies primarily in
Minnesota, Colorado, Missouri, Illinois, Kansas, Michigan, Massachusetts,
Connecticut and Wisconsin during 1999.

The following explain the accounting policies we use to arrive at some of
the more significant amounts in our financial statements.

Accounting Principles  We prepare our financial statements in accordance with
Generally Accepted Accounting Principles (GAAP).

Consolidation  Our consolidated financial statements include RTW and ACIC. We
eliminate all intercompany accounts and transactions in consolidation.

Use of Estimates  We make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the financial statement date and the recorded amounts of revenues
and expenses during the reporting period. Our most significant estimates are
those relating to our unpaid claim and claim settlement expenses and accrual for
premium adjustments. We continually review our estimates and assumptions and
make adjustments as necessary, but actual results could vary significantly from
these estimates.

Investments  We invest entirely in fixed maturity investments and classify our
investments as available-for-sale in accordance with Statement of Financial
Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt
and Equity Securities.

Available-for-Sale Investments: We intend to hold our available-for-sale
investments to maturity, but may sell before maturity in response to changes in
interest rates, prepayment risk and funding sources or terms, or to address
liquidity needs. Our available-for-sale investments are carried at fair value
with changes in unrealized gains or losses, net of deferred taxes, reported as
other comprehensive (loss) income. The fair values of our investments are
determined based upon quoted market prices as obtained through commercial
pricing services or brokers who provide estimated fair values.

Realized Investment Gains and Losses: Net realized investment gains are
identified separately in our Consolidated Statements of Operations. Cost of
investments sold is determined by the specific identification method.

We continually monitor the difference between investment cost and fair
value for each of our securities. If any security experienced a decline in value
that is determined to be other than temporary, we would reduce the securitys
carrying value for the decline and record a realized loss in the Consolidated
Statements of Operations. No securities were reduced for declines in fair value
in 1999, 1998 or 1997.

Cash and Cash Equivalents  We consider all highly liquid investments with
maturities of three months or less when purchased to be cash equivalents.

Deferred Policy Acquisition Costs  The costs directly related to writing an
insurance policy are referred to as policy acquisition costs and consist of
commissions, state premium taxes and other direct underwriting expenses.
Although these costs arise when we issue a policy, we defer certain costs,
principally commissions and state premium taxes, and amortize these costs to
expense as premium revenue is recognized.

If deferred policy acquisition costs were to exceed the sum of unearned
premiums and related anticipated investment income less expected claim and claim
settlement expenses, we would immediately expense the excess costs.

31



---



Depreciation  We depreciate furniture and equipment on a straight-line basis
over the estimated useful lives of the assets (five to ten years). Accumulated
depreciation in 1999 and 1998 was $3,879,000 and $2,951,000, respectively.

Unpaid Claim and Claim Settlement Expenses  Claim expenses refer to amounts
that we paid or expect to pay to claimants for events that have occurred. The
costs of investigating, resolving and processing these claims are referred to as
claim settlement expenses. We record these expenses, net of amounts recoverable
under reinsurance contracts, as Claim and claim settlement expenses in the
Consolidated Statements of Operations.

Our Unpaid claim and claim settlement expenses represent established,
reserves for the estimated total unpaid cost of claim and claim settlement
expenses that cover events that occurred in 1999 and prior years. The reserves
are primarily undiscounted, however, we discounted selected claims that have
fixed or determinable future payments by $2,873,000 after applying an 8%
discount factor. These reserves reflect our estimates of the total costs of
claims that were reported, but not yet paid, and the cost of claims incurred but
not yet reported. Our estimates consider such variables as past loss experience,
current claim trends and prevailing social, economic and legal environments. We
have limited historical data to estimate our reserves for unpaid claim and claim
settlement expenses due to commencing operations in 1992 and supplement our
experience with external industry data, as adjusted to reflect anticipated
differences between our results and the industry. We reduce the unpaid claim and
claim settlement expenses for estimated amounts of subrogation.

We believe our reserves for unpaid claim and claim settlement expenses are
adequate to cover the ultimate costs of claim and claim settlement expenses. The
ultimate cost of claim and claim settlement expenses may differ from the
established reserves, particularly when claims may not be settled for many
years. Reserves for unpaid claim and claim settlement expenses and assumptions
used in their development are continually reviewed. We record adjustments to
prior estimates of unpaid claim and claim settlement expenses to operations in
the year in which the adjustments are made.

Premiums Earned  Premiums on workers compensation insurance policies are our
largest source of revenue. We record premiums written on an installment basis,
matching billing to the policyholder, and earn premiums on a daily basis over
the life of each insurance policy. We record the excess of premiums billed over
premiums earned for each policy as unearned premiums on our balance sheet. When
a policy expires, we audit employer payrolls for the policy period and adjust
the estimated payroll to its actual value. The result is a final audit
adjustment recorded to premiums earned when the adjustment becomes known. Final
audit premiums recognized during the period include billed final audit premiums
plus (or minus) the change in estimate for premiums on unexpired and expired
unaudited policies.

Reclassifications  Certain 1998 and 1997 amounts have been reclassified to
conform to the consolidated financial statement presentation in 1999.

NOTE 2  INCOME (LOSS) PER SHARE

We apply SFAS No. 128, Earnings Per Share, which requires dual presentation of
a basic income (loss) per share (IPS), which excludes dilution, and a diluted
IPS, which reflects the potential dilution that could occur if actions taken
with respect to dilutive securities resulted in the issuance of common stock.
Dilutive securities consist of stock options. Basic IPS is computed by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted IPS is computed by dividing net income (loss) by the
weighted average number of common shares and dilutive securities outstanding for
the period. Dilutive securities are considered outstanding from the date of
grant, after applying the treasury stock method for determining the dilutive
effect.

The following is a reconciliation of the numerators and denominators of basic
and diluted income (loss) per share:

|                                            |                                  |   |            |        |      |   |            |   |  |   |            |         | 
|------------------------------------------- | -------------------------------- | - | ---------- | ------ | ---- | - | ---------- | - |  | - | ---------- | ------- | 
|                                            |                                  |   | 1999       |        | 1998 |   | 1997      
|                                            |                                  |   |            |        |      |   |           
|Net income (loss) (000s)                   |                                  | $ | 6,167      |        |      | $ | (7,081     | ) |  | $ | 5,799      |        
|                                            |                                  |   |            |        |      |   |            |   |  |   |            |        
|Basic weighted average shares outstanding   |                                  |   | 12,291,000 |        |      |   | 11,927,000 |   |  |   | 11,833,000 |        
|                                           
|                                           
|                                           
|                                           
|                                            | Effect of dilutive stock options |   |            | 69,000 |      |   |            |  |  |   |            | 246,000 | 
|                                            |                                  |   |            |        |      |   |            |   |  |   |            |        
|Diluted weighted average shares outstanding |                                  |   | 12,360,000 |        |      |   | 11,927,000 |   |  |   | 12,079,000 |        
|                                            |                                  |   |            |        |      |   |            |   |  |   |            |        
|Basic income (loss) per share               |                                  | $ | 0.50       |        |      | $ | (0.59      | ) |  | $ | 0.49       |        
|                                            |                                  |   |            |        |      |   |            |   |  |   |            |        
|Diluted income (loss) per share             |                                  | $ | 0.50       |        |      | $ | (0.59      | ) |  | $ | 0.48       |        
|                                            |                                  |   |            |        |      |   |            |   |  |   |            |        

Options to purchase 1,894,811 shares of common stock at prices ranging from
$2.00 to $28.75 were outstanding during 1998 but excluded from the computation
of diluted IPS due to our 1998 net loss. Diluted weighted average

32



---



shares outstanding would have increased by 219,000 shares had these shares not been
anti-dilutive in the computation.

NOTE 3  INVESTMENTS

Valuation of Investments  The following tables present amortized cost, gross
unrealized gains and losses and estimated fair values of our available-for-sale
securities (000s):

|                                |                   |      |           |         |            |        |            |       |       |   |           |        |   |   |        |         | 
|------------------------------- | ----------------- | ---- | --------- | ------- | ---------- | ------ | ---------- | ----- | ----- | - | --------- | ------ | - | - | ------ | ------- | 
|                                |                   |      |           |         |            |        | Gross      |       | Gross |   | Estimated
|                                |                   |      | Amortized |         | Unrealized |        | Unrealized |       | Fair 
|1999                            |                   | Cost |           | Gains   |            | Losses |            | Value
|                                |                   |      |           |         |            |        |            |      
|Tax-exempt municipal securities |                   | $    | 63,104    |         |            | $      | 17         |       |       | $ | (2,267    | )      |   | $ | 60,854 |        
|                               
|                               
|                               
|                               
|U.S. government securities      |                   |      | 15,665    |         |            |        | 19         |       |       |   | (578      | )      |   |   | 15,106 |        
|                               
|                               
|                               
|                               
|Corporate securities            |                   |      | 15,462    |         |            |        | 3          |       |       |   | (845      | )      |   |   | 14,620 |        
|                               
|                               
|                               
|                               
|Asset-backed securities         |                   |      | 2,000     |         |            |        |           |       |       |   | (20       | )      |   |   | 1,980  |        
|                               
|                               
|                               
|                               
|Mortgage-backed securities      |                   |      | 16,103    |         |            |        |           |       |       |   | (599      | )      |   |   | 15,504 |        
|                                |                   |      |           |         |            |        |            |       |       |   |           |        |   |   |        |        
|                                | Total investments |      | $         | 112,334 |            |        | $          | 39    |       |   | $         | (4,309 | ) |   | $      | 108,064 | 
|                                |                   |      |           |         |            |        |            |       |       |   |           |        |   |   |        |        

|                                |                   |      |           |         |            |        |            |       |       |   |           |     |   |   |        |         | 
|------------------------------- | ----------------- | ---- | --------- | ------- | ---------- | ------ | ---------- | ----- | ----- | - | --------- | --- | - | - | ------ | ------- | 
|                                |                   |      |           |         |            |        | Gross      |       | Gross |   | Estimated
|                                |                   |      | Amortized |         | Unrealized |        | Unrealized |       | Fair 
|1998                            |                   | Cost |           | Gains   |            | Losses |            | Value
|                                |                   |      |           |         |            |        |            |      
|Tax-exempt municipal securities |                   | $    | 65,273    |         |            | $      | 1,369      |       |       | $ | (6        | )   |   | $ | 66,636 |        
|                               
|                               
|                               
|                               
|U.S. government securities      |                   |      | 14,141    |         |            |        | 436        |       |       |   | (2        | )   |   |   | 14,575 |        
|                               
|                               
|                               
|                               
|Corporate securities            |                   |      | 20,941    |         |            |        | 562        |       |       |   | (9        | )   |   |   | 21,494 |        
|                               
|                               
|                               
|                               
|Asset-backed securities         |                   |      | 4,499     |         |            |        | 104        |       |       |   |          |     |   |   | 4,603  |        
|                               
|                               
|                               
|                               
|Mortgage-backed securities      |                   |      | 19,070    |         |            |        | 288        |       |       |   | (35       | )   |   |   | 19,323 |        
|                                |                   |      |           |         |            |        |            |       |       |   |           |     |   |   |        |        
|                                | Total investments |      | $         | 123,924 |            |        | $          | 2,759 |       |   | $         | (52 | ) |   | $      | 126,631 | 
|                                |                   |      |           |         |            |        |            |       |       |   |           |     |   |   |        |        

Statutory Deposits  Included in investments are U.S. government securities on
deposit with various regulatory authorities, as required by law, with a fair
value of $3,452,000 and $2,931,000 in 1999 and 1998, respectively.

Fixed Maturities by Maturity Date  The following table presents the amortized
cost and fair value of investments by contractual maturity at December 31, 1999.
Actual maturities may differ from those stated as a result of calls and
prepayments (000s):

|                                                   |                   |      |           |         |      |   |           |         | 
|-------------------------------------------------- | ----------------- | ---- | --------- | ------- | ---- | - | --------- | ------- | 
|                                                   |                   |      |           |         |      |   | Estimated
|                                                   |                   |      | Amortized |         | Fair
|Maturing:                                          |                   | Cost |           | Value  
|                                                   |                   |      |           |        
|One year or less                                   |                   | $    | 505       |         |      | $ | 499       |        
|                                                  
|                                                  
|                                                  
|                                                  
|Over one year through five years                   |                   |      | 22,635    |         |      |   | 22,283    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Over five years through ten years                  |                   |      | 53,467    |         |      |   | 51,635    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Over ten years                                     |                   |      | 19,624    |         |      |   | 18,143    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Mortgage-backed securities with various maturities |                   |      | 16,103    |         |      |   | 15,504    |        
|                                                   |                   |      |           |         |      |   |           |        
|                                                   | Total investments |      | $         | 112,334 |      |   | $         | 108,064 | 
|                                                   |                   |      |           |         |      |   |           |        

Investment Income  Investment income includes income from the following sources
(000s):

|                           |                   |   |       |       |      |   |       |       |  |   |       |       | 
|-------------------------- | ----------------- | - | ----- | ----- | ---- | - | ----- | ----- |  | - | ----- | ----- | 
|                           |                   |   | 1999  |       | 1998 |   | 1997 
|                           |                   |   |       |       |      |   |      
|Fixed maturity investments |                   | $ | 6,318 |       |      | $ | 6,995 |       |  | $ | 6,129 |      
|                          
|                          
|                          
|                          
|Short-term investments     |                   |   | 133   |       |      |   | 506   |       |  |   | 692   |      
|                          
|                          
|                          
|                          
|Other                      |                   |   | 59    |       |      |   | 213   |       |  |   |      |      
|                           |                   |   |       |       |      |   |       |       |  |   |       |      
|                           | Investment income |   | $     | 6,510 |      |   | $     | 7,714 |  |   | $     | 6,821 | 
|                           |                   |   |       |       |      |   |       |       |  |   |       |      

Net Realized Investment Gains  Net realized investment gains includes gross
realized investment gains net of gross realized investment losses as follows
(000s):

|                           |                               |   |      |    |      |   |       |       |  |   |     |     | 
|-------------------------- | ----------------------------- | - | ---- | -- | ---- | - | ----- | ----- |  | - | --- | --- | 
|                           |                               |   | 1999 |    | 1998 |   | 1997 
|                           |                               |   |      |    |      |   |      
|Realized investment gains  |                               | $ | 108  |    |      | $ | 1,591 |       |  | $ | 479 |    
|                          
|                          
|                          
|                          
|Realized investment losses |                               |   | (24  | )  |      |   | (545  | )     |  |   | (80 | )  
|                           |                               |   |      |    |      |   |       |       |  |   |     |    
|                           | Net realized investment gains |   | $    | 84 |      |   | $     | 1,046 |  |   | $   | 399 | 
|                           |                               |   |      |    |      |   |       |       |  |   |     |    

33



---



NOTE 4  REINSURANCE

Our financial statements reflect the effects of ceded reinsurance transactions.
The primary purpose of ceded reinsurance is to protect us from potential losses
in excess of the level that we are willing to accept.

We report reinsurance transactions on a gross basis on the balance sheet,
resulting in reinsurance recoverable amounts on paid and unpaid claim and claim
settlement expenses recorded as assets. We estimate amounts recoverable from
reinsurers in a manner consistent with the claim liability associated with the
reinsured policy.

We ceded Minnesota claims in excess of $290,000, $280,000 and $1,080,000
per occurrence during 1999, 1998 and 1997, respectively, to the Minnesota
Workers Compensation Reinsurance Association (WCRA). In our non-Minnesota
states, we decreased our per-incident exposure to $300,000 in 1999 from $500,000
in 1998 and 1997. We purchased this coverage from various reinsurers in 1998 and
1997 and limited the coverage to one reinsurer in 1999. Additionally, for claims
occurring after June 30, 1998, we further limited our per incident exposure by
purchasing excess of loss coverage for losses from $25,000 to the WCRA selected
retention level in Minnesota and from $25,000 to $300,000 in other states from a
single reinsurer. This agreement was finalized after its effective date and
activity occurring from July 1, 1998 through September 30, 1998 was recorded on
a retrospective basis resulting in the deferral of a gain totaling $1,989,000 at
December 31, 1998. We amortized $740,000 of the deferred gain as a reduction of
claim and claim settlement expenses in 1999 resulting in an un-amortized
deferred gain of $1,249,000 at December 31, 1999. The deferred gain is being
amortized into income using the effective interest rate inherent in the amounts
paid to the reinsurer and the estimated timing and amounts of recoveries from
the reinsurer. Activity occurring on or after October 1, 1998 is recorded
prospectively.

Reinsurance contracts do not relieve us from our obligations to
policyholders. We expect reinsurers to which we have ceded reinsurance to honor
their obligations. Failure of these reinsurers to honor their obligations could
result in losses to us. We do not anticipate any such losses and accordingly, no
provision for amounts deemed uncollectible are included in our financial
statements. We attempt to minimize our exposure to significant losses from
reinsurer insolvency by monitoring the financial condition of our reinsurers.
The reinsurance recoverable on unpaid claim and claim settlement expenses
associated with reinsurers are as follows (000s):

|                                                                                                                    |                                                                     |                                                                       |   |        |        |      |   |        |        | 
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------------------------------------------- | - | ------ | ------ | ---- | - | ------ | ------ | 
|                                                                                                                    |                                                                     |                                                                       |   | 1999   |        | 1998
|                                                                                                                    |                                                                     |                                                                       |   |        |        |     
|                                                                                                                    | Excess of loss reinsurance through various reinsurers               |                                                                       | $ | 40,830 |        |      | $ | 20,777 |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Quota-share reinsurance for 1992 to 1994 through a single reinsurer |                                                                       |   | 349    |        |      |   | 626    |       
|                                                                                                                    |                                                                     |                                                                       |   |        |        |      |   |       
|                                                                                                                    |                                                                     | Reinsurance recoverable on unpaid claim and claim settlement expenses |   | $      | 41,179 |      |   | $      | 21,403 | 
|                                                                                                                    |                                                                     |                                                                       |   |        |        |      |   |       
|The effect of ceded reinsurance on premiums written and claim and claim
settlement expenses are as follows (000s):

|                                     |        |                                         |   |         |        |      |   |         |        |  |   |        |        | 
|------------------------------------ | ------ | --------------------------------------- | - | ------- | ------ | ---- | - | ------- | ------ |  | - | ------ | ------ | 
|                                     |        |                                         |   | 1999    |        | 1998 |   | 1997   
|                                     |        |                                         |   |         |        |      |   |        
|Premiums written:                   
|                                    
|                                    
|                                    
|                                    
|                                     | Direct |                                         | $ | 88,966  |        |      | $ | 89,328  |        |  | $ | 81,657 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Ceded  |                                         |   | (18,008 | )      |      |   | (8,489  | )      |  |   | (342   | )     
|                                     |        |                                         |   |         |        |      |   |         |        |  |   |       
|                                     |        | Net premiums written                    |   | $       | 70,958 |      |   | $       | 80,839 |  |   | $      | 81,315 | 
|                                     |        |                                         |   |         |        |      |   |         |        |  |   |       
|Claim and claim settlement expenses:
|                                    
|                                    
|                                    
|                                    
|                                     | Direct |                                         | $ | 67,465  |        |      | $ | 90,011  |        |  | $ | 55,825 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Ceded  |                                         |   | (24,142 | )      |      |   | (14,717 | )      |  |   | (282   | )     
|                                     |        |                                         |   |         |        |      |   |         |        |  |   |       
|                                     |        | Net claim and claim settlement expenses |   | $       | 43,323 |      |   | $       | 75,294 |  |   | $      | 55,543 | 
|                                     |        |                                         |   |         |        |      |   |         |        |  |   |       

The reinsurance recoverable on paid claim and claim settlement expenses consists
solely of receivables from paid claim and claim settlement expenses at December
31, 1999 and 1998.

34



---



NOTE 5  UNPAID CLAIM AND CLAIM SETTLEMENT EXPENSES

The following table represents a reconciliation of beginning and ending unpaid
claim and claim settlement expense reserves for each of the last three years
(000s):

|                           |                                                         |                |        |         |        |      |        |        |        |   |        |        |        | 
|-------------------------- | ------------------------------------------------------- | -------------- | ------ | ------- | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                           |                                                         |                |        | 1999    |        | 1998 |        | 1997  
|                           |                                                         |                |        |         |        |      |        |       
|Balance at January 1       |                                                         | $              | 97,269 |         |        | $    | 61,069 |        |        | $ | 49,256 |       
|                          
|                          
|                          
|                          
|                           | Less reinsurance recoverables                           |                |        | (21,403 | )      |      |        | (5,374 | )      |   |        | (6,183 | )     
|                          
|                          
|                          
|                          
|                           | Plus deferred gain on retrospective reinsurance         |                |        | 1,989   |        |      |        |       |        |   |        |       |       
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       
|Net balance at January 1   |                                                         |                | 77,855 |         |        |      | 55,695 |        |        |   | 43,073 |       
|                          
|                          
|                          
|                          
|Incurred related to:      
|                          
|                          
|                          
|                          
|                           | Current year                                            |                |        | 52,176  |        |      |        | 64,315 |        |   |        | 58,628 |       
|                          
|                          
|                          
|                          
|                           | Prior years                                             |                |        | (8,113  | )      |      |        | 10,979 |        |   |        | (3,085 | )     
|                          
|                          
|                          
|                          
|                           | Amortization of deferred retrospective reinsurance gain |                |        | (740    | )      |      |        |       |        |   |        |       |       
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       
|                           |                                                         | Total incurred |        |         | 43,323 |      |        |        | 75,294 |   |        |        | 55,543 | 
|                          
|                          
|                          
|                          
|Paid related to:          
|                          
|                          
|                          
|                          
|                           | Current year                                            |                |        | 26,897  |        |      |        | 25,397 |        |   |        | 23,482 |       
|                          
|                          
|                          
|                          
|                           | Prior years                                             |                |        | 34,380  |        |      |        | 27,737 |        |   |        | 19,439 |       
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       
|                           |                                                         | Total paid     |        |         | 61,277 |      |        |        | 53,134 |   |        |        | 42,921 | 
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       
|Net balance at December 31 |                                                         |                | 59,901 |         |        |      | 77,855 |        |        |   | 55,695 |       
|                          
|                          
|                          
|                          
|                           | Plus reinsurance recoverables                           |                |        | 41,179  |        |      |        | 21,403 |        |   |        | 5,374  |       
|                          
|                          
|                          
|                          
|                           | Plus deferred gain on retrospective reinsurance         |                |        | (1,249  | )      |      |        | (1,989 | )      |   |        |       |       
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       
|Balance at December 31     |                                                         | $              | 99,831 |         |        | $    | 97,269 |        |        | $ | 61,069 |       
|                           |                                                         |                |        |         |        |      |        |        |        |   |        |       

Changes in estimates of unpaid claim and claim settlement expenses for
prior years decreased the provision for claim and claim settlement expenses by
$8,113,000 in 1999, increased the provision for claim and claim settlement
expenses by $10,979,000 in 1998 and decreased the provision for claim and claim
settlement expenses by $3,085,000 in 1997.

NOTE 6  NOTES PAYABLE

We paid our unsecured Senior Notes in full in December 1999. Interest was paid
monthly at 9.5% in 1999 and at rates ranging from 9.25% to 9.5% in 1998. Debt
issue costs associated with the Senior Notes totaling $39,000 at December 31,
1998 was recorded as a reduction in notes payable and amortized over the term of
the Senior Notes.

NOTE 7  INCOME TAXES

We compute income taxes under the liability method. This means deferred income
taxes reflect the estimated future tax effects of temporary differences between
the carrying value of assets and liabilities for financial reporting purposes
and the basis of assets and liabilities for income tax purposes.

Income tax expense (benefit) consists of the following (000s):

|          |         |                                      |   |       |       |      |   |        |        |   |   |       |       |  
|--------- | ------- | ------------------------------------ | - | ----- | ----- | ---- | - | ------ | ------ | - | - | ----- | ----- | -
|          |         |                                      |   | 1999  |       | 1998 |   | 1997  
|          |         |                                      |   |       |       |      |   |       
|Current: 
|         
|         
|         
|         
|          | Federal |                                      | $ | 1,056 |       |      | $ | (1,568 | )      |   | $ | 3,714 |      
|         
|         
|         
|         
|          | State   |                                      |   | 104   |       |      |   | (143   | )      |   |   | (129  | )    
|          |         |                                      |   |       |       |      |   |        |        |   |   |      
|          |         | Total current tax expense (benefit)  |   |       | 1,160 |      |   |        | (1,711 | ) |   |       | 3,585 |  
|         
|         
|         
|         
|Deferred:
|         
|         
|         
|         
|          | Federal |                                      |   | 1,031 |       |      |   | (2,218 | )      |   |   | (721  | )    
|         
|         
|         
|         
|          | State   |                                      |   | (267  | )     |      |   | (21    | )      |   |   | 6     |      
|          |         |                                      |   |       |       |      |   |        |        |   |   |      
|          |         | Total deferred tax expense (benefit) |   |       | 764   |      |   |        | (2,239 | ) |   |       | (715  | )
|          |         |                                      |   |       |       |      |   |        |        |   |   |      
|          |         | Income tax expense (benefit)         |   | $     | 1,924 |      |   | $      | (3,950 | ) |   | $     | 2,870 |  
|          |         |                                      |   |       |       |      |   |        |        |   |   |      

35



---



Our income tax expense (benefit) differs from the federal statutory rate as
follows (000s):

|                                                                     |                                                       |                              |       |      |       |      |        |      |        |   |       |      |       | 
|-------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------- | ----- | ---- | ----- | ---- | ------ | ---- | ------ | - | ----- | ---- | ----- | 
|                                                                     |                                                       |                              |       | 1999 |       | 1998 |        | 1997
|                                                                     |                                                       |                              |       |      |       |      |        |     
|Federal income tax expense (benefit) at 35%                          |                                                       | $                            | 2,832 |      |       | $    | (3,861 | )    |        | $ | 3,034 |     
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Increase (reduction) in income tax expense (benefit) resulting from:
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | State income taxes, net of federal income tax benefit |                              |       | 23   |       |      |        | 8    |        |   |       | (64  | )    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Tax-exempt investment income                          |                              |       | (930 | )     |      |        | (486 | )      |   |       |     |      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Prior year tax return adjustments                     |                              |       |     |       |      |        | 301  |        |   |       |     |      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                     | Other                                                 |                              |       | (1   | )     |      |        | 88   |        |   |       | (100 | )    
|                                                                     |                                                       |                              |       |      |       |      |        |      |        |   |       |     
|                                                                     |                                                       | Income tax expense (benefit) |       | $    | 1,924 |      |        | $    | (3,950 | ) |       | $    | 2,870 | 
|                                                                     |                                                       |                              |       |      |       |      |        |      |        |   |       |     

Differences between the tax basis of assets and liabilities and their
reported amounts in the Consolidated Financial Statements that will result in
taxable or deductible amounts in future years are called temporary differences.
The tax effects of temporary differences that gave rise to net deferred tax
asset balances, included within other assets, are as follows (000s):

|                                           |                          |   |       |       |      |   |       |        |  
|------------------------------------------ | ------------------------ | - | ----- | ----- | ---- | - | ----- | ------ | -
|                                           |                          |   | 1999  |       | 1998
|                                           |                          |   |       |       |     
|Unpaid claim and claim settlement expenses |                          | $ | 3,739 |       |      | $ | 4,709 |       
|                                          
|                                          
|                                          
|                                          
|Unrealized loss on securities              |                          |   | 1,452 |       |      |   |      |       
|                                          
|                                          
|                                          
|                                          
|Accrued second injury funds                |                          |   | 1,165 |       |      |   | 918   |       
|                                          
|                                          
|                                          
|                                          
|Unearned premiums                          |                          |   | 894   |       |      |   | 912   |       
|                                          
|                                          
|                                          
|                                          
|Retrospective reinsurance                  |                          |   | 437   |       |      |   | 676   |       
|                                          
|                                          
|                                          
|                                          
|AMT credit carry-forward                   |                          |   | 280   |       |      |   |      |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |                          |   | 305   |       |      |   | 383   |       
|                                           |                          |   |       |       |      |   |       |       
|                                           | Deferred tax assets      |   |       | 8,272 |      |   |       | 7,598  |  
|                                          
|                                          
|                                          
|                                          
|Unrealized gain on securities              |                          |   |      |       |      |   | (948  | )     
|                                          
|                                          
|                                          
|                                          
|Deferred policy acquisition costs          |                          |   | (521  | )     |      |   | (525  | )     
|                                          
|                                          
|                                          
|                                          
|Depreciation                               |                          |   | (454  | )     |      |   | (464  | )     
|                                           |                          |   |       |       |      |   |       |       
|                                           | Deferred tax liabilities |   |       | (975  | )    |   |       | (1,937 | )
|                                           |                          |   |       |       |      |   |       |       
|                                           | Net deferred tax assets  |   | $     | 7,297 |      |   | $     | 5,661  |  
|                                           |                          |   |       |       |      |   |       |       

No valuation allowance was provided against the deferred tax assets
recorded in 1999 or 1998, as we expect to generate sufficient taxable income in
the future to offset reversing temporary differences.

Income taxes receivable at December 31, 1999 and 1998 were approximately
$674,000 and $3,289,000, respectively.

NOTE 8  EMPLOYEE BENEFITS AND PLANS

Stock Based Compensation  We account for our stock-based compensation plans,
the RTW, Inc. 1995 Employee Stock Purchase Plan and Trust (ESPP) and the 1994
Stock Plan, using Accounting Principles Board Opinion No. 25 (APB 25),
Accounting for Stock Issued to Employees, and related Interpretations. Under
APB 25, compensation cost for stock options is measured as the excess, if any,
of the quoted market price of our stock at the date of the grant over the amount
an employee must pay to acquire the stock.

1995 Employee Stock Purchase Plan  The ESPP provides employees the opportunity
to purchase shares of our stock at 85% of the fair value based on the lesser of
the beginning or ending share price for each plan year as set forth in the plan.
In May 1998, the shares reserved for distribution under the plan were increased
from 75,000 to 200,000 shares. The ESPP terminates in ten years and will be
carried out in phases, each consisting of one year or a period of time approved
by the Board of Directors. Any employee completing two weeks of service prior to
commencing a phase of the plan may participate. Employees may elect to
contribute from $10 to 10% of monthly salary to the plan through payroll
withholdings. The following summarizes shares purchased and purchase prices for
each phase completed through 1999:

|                                          |  |           |          |       |  |   |      | 
|----------------------------------------- |  | --------- | -------- | ----- |  | - | ---- | 
|                                          |  | Shares    | Purchase
|Phase:                                    |  | Purchased |          | Price
|                                          |  |           |          |      
|Beginning April 1996, expiring April 1997 |  |           | 20,092   |       |  | $ | 7.65 | 
|                                         
|                                         
|                                         
|                                         
|Beginning April 1997, expiring April 1998 |  |           | 28,139   |       |  | $ | 7.07 | 
|                                         
|                                         
|                                         
|                                         
|Beginning April 1998, expiring April 1999 |  |           | 27,143   |       |  | $ | 3.88 | 

The fourth one-year phase began in April 1999 and expires in April 2000.

36



---



Our liability for employee contributions withheld at December 31, 1999 and 1998
for the purchase of shares in April 2000 and April 1999 under the ESPP was
$145,000 and $158,000, respectively.

1994 Stock Plan  The 1994 Stock Plan provides for awards of qualified and
non-qualified stock options. In January 1997 the shares reserved for
distribution under the plan were increased to 1,500,000. In July 1998, the Board
of Directors increased the shares reserved for distribution under the plan to
2,000,000. Option price, option term, vesting provisions and other limits and
restrictions are determined at the time of grant by the Board of Directors or,
if established, by a separate committee. The exercise price for all options
granted was the market price of the common stock at the date of grant.

Options granted, exercised, canceled and outstanding under the 1994 Stock Plan
are as follows:

|                           |           |  |           |          |               |   |          |       |          |  |         |         |          |   |      |      | 
|-------------------------- | --------- |  | --------- | -------- | ------------- | - | -------- | ----- | -------- |  | ------- | ------- | -------- | - | ---- | ---- | 
|                           |           |  | Qualified |          | Non-Qualified
|                           |           |  |           |          |              
|                           |           |  |           |          |               |   | Weighted |       |          |  |         |         | Weighted
|                           |           |  |           |          |               |   | Average  |       |          |  |         |         | Average 
|                           |           |  | Option    |          | Exercise      |   | Option   |       | Exercise
|                           |           |  | Shares    |          | Price         |   | Shares   |       | Price   
|                           |           |  |           |          |               |   |          |       |         
|Balance, January 1, 1997   |           |  | 217,875   |          |               | $ | 8.34     |       |          |  | 3,750   |         |          | $ | 2.67 |     
|                          
|                          
|                          
|                          
|                           | Granted   |  |           | 112,500  |               |   |          | 10.68 |          |  |         | 510,000 |          |   |      | 6.93 | 
|                          
|                          
|                          
|                          
|                           | Exercised |  |           | (150     | )             |   |          | 8.67  |          |  |         |        |          |   |      |     | 
|                          
|                          
|                          
|                          
|                           | Canceled  |  |           | (10,975  | )             |   |          | 18.10 |          |  |         |        |          |   |      |     | 
|                           |           |  |           |          |               |   |          |       |          |  |         |         |          |   |      |     
|Balance, December 31, 1997 |           |  | 319,250   |          |               |   | 10.21    |       |          |  | 513,750 |         |          |   | 6.90 |     
|                          
|                          
|                          
|                          
|                           | Granted   |  |           | 974,122  |               |   |          | 6.53  |          |  |         |        |          |   |      |     | 
|                          
|                          
|                          
|                          
|                           | Exercised |  |           | (37,650  | )             |   |          | 2.69  |          |  |         |        |          |   |      |     | 
|                          
|                          
|                          
|                          
|                           | Canceled  |  |           | (151,806 | )             |   |          | 12.22 |          |  |         | (42,855 | )        |   |      | 6.75 | 
|                           |           |  |           |          |               |   |          |       |          |  |         |         |          |   |      |     
|Balance, December 31, 1998 |           |  | 1,103,916 |          |               |   | 6.94     |       |          |  | 470,895 |         |          |   | 6.91 |     
|                          
|                          
|                          
|                          
|                           | Granted   |  |           | 187,672  |               |   |          | 6.28  |          |  |         | 55,556  |          |   |      | 4.50 | 
|                          
|                          
|                          
|                          
|                           | Exercised |  |           | (30,000  | )             |   |          | 2.67  |          |  |         |        |          |   |      |     | 
|                          
|                          
|                          
|                          
|                           | Canceled  |  |           | (238,052 | )             |   |          | 8.08  |          |  |         |        |          |   |      |     | 
|                           |           |  |           |          |               |   |          |       |          |  |         |         |          |   |      |     
|Balance, December 31, 1999 |           |  | 1,023,536 |          |               | $ | 6.68     |       |          |  | 526,451 |         |          | $ | 6.66 |     
|                           |           |  |           |          |               |   |          |       |          |  |         |         |          |   |      |     

Each of the qualified stock options expires ten years from the date of
grant and substantially all are subject to continued employment with us. Each of
the non-qualified options expires ten years from the date of grant. Certain of
the options are subject to vesting provisions that restrict exercise of the
option.

The following table summarizes the options outstanding and exercisable at
December 31, 1999:

|                             |  |                  |  |      |                     |       |                     |           |                  |       |         |       |          |  |          |         |         |  |   |       |      |  | 
|---------------------------- |  | ---------------- |  | ---- | ------------------- | ----- | ------------------- | --------- | ---------------- | ----- | ------- | ----- | -------- |  | -------- | ------- | ------- |  | - | ----- | ---- |  | 
|                             |  |                  |  |      | Options Outstanding |       | Options Exercisable
|                             |  |                  |  |      |                     |       |                    
|                             |  |                  |  |      |                     |       |                     |           | Weighted Average |       |         |       |          |  | Weighted
|                             |  |                  |  |      | Number              |       |                     |           | Number           |       | Average
|                             |  |                  |  |      | of                  |       | Contractual         |           | Exercise         |       | of      |       | Exercise
|Exercise Price Range         |  | Options          |  | Life |                     | Price |                     | Options   |                  | Price
|                             |  |                  |  |      |                     |       |                     |           |                  |      
|Qualified stock options:    
|                            
|                            
|                            
|                            
|                             |  | $ 4.38 - $  5.81 |  |      | 493,944             |       |                     | 8.9 years |                  |       | $       | 5.19  |          |  |          | 109,833 |         |  | $ | 5.10  |     
|                            
|                            
|                            
|                            
|                             |  | 7.00 -    9.00   |  |      | 489,342             |       |                     | 8.1 years |                  |       |         | 7.60  |          |  |          | 141,964 |         |  |   | 7.86  |     
|                            
|                            
|                            
|                            
|                             |  | 10.75 -  25.00   |  |      | 40,250              |       |                     | 6.9 years |                  |       |         | 13.81 |          |  |          | 18,450  |         |  |   | 14.73 |     
|                             |  |                  |  |      |                     |       |                     |           |                  |       |         |       |          |  |          |         |         |  |   |       |      | 
|                             |  | $ 4.38 - $25.00  |  |      | 1,023,536           |       |                     | 8.4 years |                  |       | $       | 6.68  |          |  |          | 270,247 |         |  | $ | 7.21  |     
|                             |  |                  |  |      |                     |       |                     |           |                  |       |         |       |          |  |          |         |         |  |   |       |      | 
|Non-qualified stock options:
|                            
|                            
|                            
|                            
|                             |  | $  2.67 - $ 4.50 |  |      | 59,306              |       |                     | 9.0 years |                  |       | $       | 4.38  |          |  |          | 3,750   |         |  | $ | 2.67  |     
|                            
|                            
|                            
|                            
|                             |  | 6.75 -   15.88   |  |      | 467,145             |       |                     | 7.9 years |                  |       |         | 6.95  |          |  |          | 370,715 |         |  |   | 7.00  |     
|                             |  |                  |  |      |                     |       |                     |           |                  |       |         |       |          |  |          |         |         |  |   |       |      | 
|                             |  | $ 2.67 - $15.88  |  |      | 526,451             |       |                     |           | 8.0 years        |       |         | $     | 6.66     |  |          |         | 374,465 |  |   | $     | 6.95 | 
|                             |  |                  |  |      |                     |       |                     |           |                  |       |         |       |          |  |          |         |         |  |   |       |      | 

37



---



Non-Qualified Common Stock Options  Certain non-qualified options were issued
prior to the onset of the 1994 Stock Plan. Non-qualified options exercised and
outstanding are as follows:

|                                               |                   |  |         |          |          |   |          |      |  |   |          |      | 
|---------------------------------------------- | ----------------- |  | ------- | -------- | -------- | - | -------- | ---- |  | - | -------- | ---- | 
|                                               |                   |  |         |          |          |   |          |      |  |   | Weighted
|                                               |                   |  |         |          |          |   |          |      |  |   | Average 
|                                               |                   |  | Option  |          | Exercise |   | Exercise
|                                               |                   |  | Shares  |          | Price    |   | Price   
|                                               |                   |  |         |          |          |   |         
|Balance, January 1, 1997 and December 31, 1997 |                   |  | 363,500 |          |          | $ | 2.00     |      |  | $ | 2.00     |     
|                                              
|                                              
|                                              
|                                              
|                                               | Exercised in 1998 |  |         | (43,500  | )        |   |          | 2.00 |  |   |          | 2.00 | 
|                                               |                   |  |         |          |          |   |          |      |  |   |          |     
|Balance, December 31, 1998                     |                   |  | 320,000 |          |          |   | 2.00     |      |  |   | 2.00     |     
|                                              
|                                              
|                                              
|                                              
|                                               | Exercised in 1999 |  |         | (320,000 | )        |   |          | 2.00 |  |   |          | 2.00 | 
|                                               |                   |  |         |          |          |   |          |      |  |   |          |     
|Balance, December 31, 1999                     |                   |  |        |          |          | $ |         |      |  | $ |         |     
|                                               |                   |  |         |          |          |   |          |      |  |   |          |     

We are permitted a tax deduction equal to the difference between the non-qualified option
exercise price and the fair value on the option exercise date. Upon exercise,
the proceeds and the amount of the deduction are recorded to common stock. In
1999 and 1998, we recorded reductions of income taxes payable and increased
common stock by $532,000 and $80,000, respectively, to reflect the exercises.

Pro Forma Information  Had we calculated compensation expense for our option
grants under the 1994 Stock Plan and stock issuances under the ESPP based on the
fair value method described in SFAS No. 123, Accounting for Stock-Based
Compensation, our net income (loss) and basic and dilutive net income (loss)
per share would approximate the following pro forma amounts (in 000s, except
per share data):

|                                      |             |  |      |       |      |  |      |        |   |  |   |       | 
|------------------------------------- | ----------- |  | ---- | ----- | ---- |  | ---- | ------ | - |  | - | ----- | 
|                                      |             |  | 1999 |       | 1998 |  | 1997
|                                      |             |  |      |       |      |  |     
|Net income (loss):                   
|                                     
|                                     
|                                     
|                                     
|                                      | As reported |  | $    | 6,167 |      |  | $    | (7,081 | ) |  | $ | 5,799 | 
|                                     
|                                     
|                                     
|                                     
|                                      | Pro forma   |  | $    | 5,060 |      |  | $    | (7,995 | ) |  | $ | 5,238 | 
|                                     
|                                     
|                                     
|                                     
|Basic net income (loss) per share:   
|                                     
|                                     
|                                     
|                                     
|                                      | As reported |  | $    | 0.50  |      |  | $    | (0.59  | ) |  | $ | 0.49  | 
|                                     
|                                     
|                                     
|                                     
|                                      | Pro forma   |  | $    | 0.41  |      |  | $    | (0.67  | ) |  | $ | 0.44  | 
|                                     
|                                     
|                                     
|                                     
|Dilutive net income (loss) per share:
|                                     
|                                     
|                                     
|                                     
|                                      | As reported |  | $    | 0.50  |      |  | $    | (0.59  | ) |  | $ | 0.48  | 
|                                     
|                                     
|                                     
|                                     
|                                      | Pro forma   |  | $    | 0.41  |      |  | $    | (0.67  | ) |  | $ | 0.43  | 

The pro forma effect on net income (loss) for 1999, 1998 and 1997 is not
representative of the pro forma effect on net income (loss) in future years
because it does not include pro forma compensation expense related to pre-1995
option grants.

The weighted average fair value of options granted under the ESPP and 1994
Stock Plan during 1999, 1998 and 1997 is estimated at $2.53, $3.14 and $4.06,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following assumptions: no dividend yield; volatility of 64.3% in 1999,
71.0% in 1998 and 76.1% in 1997; risk-free interest rates ranging from 4.51% to
7.70%; and an expected life of 1 to 5 years.

Employee Contract  We entered into a three-year employment agreement with our
President and Chief Executive Officer beginning January 15, 1998. Under this
agreement, he receives a base salary of $400,000, subject to review annually for
increase by our Board of Directors. In addition to base salary, he is eligible
for bonuses, reimbursements and fringe benefits including a $1,000,000 term life
insurance policy and an additional payment sufficient to reimburse him for a
long-term disability policy paying monthly benefits of $5,000. We also provide
him with health, dental, life and disability insurance consistent with that
provided to other officers and employees. Under this agreement, we have agreed
to indemnify him for his actions on behalf of us. In the event of termination
without cause or resignation for good reason, we are obligated to continue to
pay his then-current base salary and bonuses for the remaining term of the
agreement or twelve months, whichever is greater.

Combined Retirement Plan  In January 1998, we combined our 401(K) Retirement
Plan and Employee Stock Ownership Plan (ESOP) into a single retirement plan, the
KSOP. The KSOP retains the features of each separate component except for
eligibility and vesting provisions. Under the plan, employees become eligible to
participate in the plan on the first day of the month after beginning employment
and attaining age 21.



| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 401(K)
Retirement Component  We sponsor a defined contribution retirement
component under Section 401(K) of the Internal Revenue Code for eligible
employees. Our contributions are discretionary and are based on

38



---





| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | contributions made by employees. Expense recognized for 1999, 1998 and 1997
was $151,000, $140,000 and $94,000, respectively.



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Employee Stock
Ownership Component  We maintain an ESOP for our qualified
employees. Our contributions are discretionary. We may contribute cash or
shares of our common stock. No expense was recorded in 1999, 1998 or 1997.

Other Employee Benefit Plans  We maintained bonus plans in 1999, 1998 and 1997
under which all employees, including officers, were eligible for a bonus based
on our operating results. These bonuses aggregated $544,000, $267,000 and
$643,000 in 1999, 1998 and 1997, respectively.

NOTE 9  SHAREHOLDERS EQUITY

On September 15, 1998, our Board of Directors approved a share repurchase
program authorizing the repurchase of up to $4,000,000 of RTW, Inc. common
stock. We may repurchase shares on the open market or through private
transactions depending upon market conditions and availability. Through December
31, 1999 we had repurchased 19,500 shares for $87,000. We will use the
repurchased shares for employee stock option and purchase plans and other
corporate purposes.

Shareholder Rights Plan  In April 1997, we adopted a shareholder rights plan
and declared a dividend of one right for each outstanding share of common stock
to shareholders of record at the close of business on June 30, 1997. The rights
become exercisable only after any person or group (the Acquiring Person)
becomes the beneficial owner of 15% or more of the voting power of our common
stock. Certain shares held by our Chairman and his wife are excluded from the
computation for determining whether a person is an Acquiring Person. Each right
entitles its registered holder to purchase from us one one-hundredth share of a
new Series A Junior Participating Preferred Stock, no par value, at a price of
$85 per one one-hundredth share, subject to adjustment. If any Acquiring Person
acquires beneficial ownership of 15% or more of our voting power, each right
will entitle its holder (other than such Acquiring Person) to purchase, at the
then current purchase price of the right, that number of shares of our common
stock having a market value of two times the purchase price of the right,
subject to certain possible adjustments. In addition, if we are acquired in a
merger or other business combination transaction, each right will entitle its
holder to purchase, at the then current purchase price of the right, that number
of common shares of the acquiring company having a market value of two times the
purchase price of the right. Following the acquisition of a beneficial ownership
of 15% or more of our outstanding common stock by any Acquiring Person and prior
to an acquisition by any Acquiring Person of 50% or more of our outstanding
common stock, our Board of Directors may exchange the outstanding rights (other
than rights owned by such Acquiring Person), in whole or in part, at an exchange
ratio of one share of common stock, or one one-hundredth share of Preferred
Stock (or equivalent securities) per right, subject to adjustment. We may redeem
the rights, in whole, at $.001 per right, at any time prior to an acquisition by
any Acquiring Person of 15% or more of our outstanding common stock and prior to
the expiration of the rights. The rights expire on April 17, 2007, unless
extended or earlier redeemed by us.

Dividend Restrictions  Dividends are paid as determined by our Board of
Directors. No dividends have ever been paid by us.

Our ability to pay cash dividends to shareholders may depend upon the
amount of dividends received from our insurance subsidiary. ACICs ability to
pay dividends is restricted by law or subject to approval of the insurance
regulatory authorities of Minnesota.

Under Minnesota insurance law regulating the payment of dividends by ACIC,
any such payments must be an amount deemed prudent by ACICs Board of Directors
and, unless otherwise approved by the Commissioner of the Minnesota Department
of Commerce (Commissioner), must be paid solely from the adjusted earned surplus
of ACIC. Adjusted earned surplus means the earned surplus as determined in
accordance with statutory accounting practices (unassigned funds), less 25% of
the amount of such earned surplus that is attributable to unrealized capital
gains. Further, without approval of the Commissioner, ACIC may not pay a
dividend in any calendar year which, when combined with dividends paid in the
preceding twelve months, exceeds the greater of (i) 10% of ACICs statutory
capital and surplus at the prior year end or (ii) 100% of ACICs statutory net
gain from operations (not including realized capital gains) for the prior
calendar year. For 2000, dividends in excess of $4,605,000 would require prior
consent of the Commissioner.

39



---



Statutory Surplus and Statutory Net Income (Loss) Our insurance subsidiary is
required to file financial statements with state regulatory agencies. The
accounting principles used to prepare the statutory financial statements follow
prescribed accounting practices that differ from GAAP. Statutory policyholders
surplus in 1999 and 1998, and statutory net income (loss) for 1999, 1998 and
1997 are as follows (000s):

|                  |  |                |        |               |  |   |        |  
|----------------- |  | -------------- | ------ | ------------- |  | - | ------ | -
|                  |  | Statutory      |        | Statutory
Net
|                  |  | Policyholders' |        | Income       
|                  |  | Surplus        |        | (Loss)       
|                  |  |                |        |              
|December 31, 1999 |  | $              | 46,048 |               |  | $ | 5,544  |  
|                 
|                 
|                 
|                 
|December 31, 1998 |  |                | 41,884 |               |  |   | (6,767 | )
|                 
|                 
|                 
|                 
|December 31, 1997 |  |                |        |               |  |   | 5,871  |  

NOTE 10  COMMITMENTS AND CONTINGENCIES

Operating Leases We conduct our operations in leased office facilities under
operating lease agreements. The agreements provide for monthly base lease
payments plus contingent rentals based on an allocable portion of certain
operating expenses incurred by the lessor.

Future minimum (base) rental payments required under the leases, as of
December 31, 1999, are as follows (000s):

|           |      |   |       |       | 
|---------- | ---- | - | ----- | ----- | 
|           | 2000 |   | $     | 1,418 | 
|          
|          
|          
|          
|           | 2001 |   |       | 1,274 | 
|          
|          
|          
|          
|           | 2002 |   |       | 860   | 
|          
|          
|          
|          
|           | 2003 |   |       | 155   | 
|          
|          
|          
|          
|           | 2004 |   |       | 155   | 
|          
|          
|          
|          
|Thereafter |      |   | 65    |      
|           |      |   |       |      
|           |      | $ | 3,927 |      
|           |      |   |       |      

Rent expense, including contingent rentals, was $2,124,000, $2,181,000 and
$1,776,000 for 1999, 1998 and 1997, respectively.

In the ordinary course of administering our workers compensation
management program, we are routinely involved in the adjudication of claims
resulting from workplace injuries. We are not involved in any legal or
administrative claims that we believe are likely to have a material adverse
effect our financial condition or results of operations.

NOTE 11  ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Our comprehensive (loss) income includes only unrealized gains and losses on
investments classified as available-for-sale. Changes in accumulated other
comprehensive (loss) income and other comprehensive (loss) income were as
follows (000s):

|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |       |     |     |       |       |     | 
|--------------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------- | ------ | ------ | ------ | ----- | ------ | ----- | --- | --- | ----- | ----- | --- | 
|                                                                |                                                    |                                                    |                                                |        | 1999   |        | 1998  |        | 1997 
|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |      
|Accumulated other comprehensive income, beginning of year       |                                                    | $                                                  | 1,759                                          |        |        | $      | 892   |        |       | $   | 11  |      
|                                                               
|                                                               
|                                                               
|                                                               
|Changes in comprehensive (loss) income arising during the year:
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Unrealized investment (losses) gains               |                                                    |                                                | (6,893 | )      |        |       | 2,339  |       |     |     | 1,795 |      
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Less: Adjustment for net realized investment gains |                                                    |                                                | (84    | )      |        |       | (1,046 | )     |     |     | (399  | )    
|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |       |     |     |      
|                                                                |                                                    | Change in net unrealized investment (losses) gains |                                                |        | (6,977 | )      |       |        | 1,293 |     |     |       | 1,396 |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                    | Income tax (benefit) expense                       |                                                |        | (2,400 | )      |       |        | 426   |     |     |       | 515   |    
|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |       |     |     |      
|                                                                |                                                    |                                                    | Other comprehensive (loss) income for the year |        |        | (4,577 | )     |        |       | 867 |     |       |       | 881 | 
|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |       |     |     |      
|Accumulated other comprehensive (loss) income, end of year      |                                                    | $                                                  | (2,818                                         | )      |        | $      | 1,759 |        |       | $   | 892 |      
|                                                                |                                                    |                                                    |                                                |        |        |        |       |        |       |     |     |      

40



---



NOTE 12  QUARTERLY RESULTS OF OPERATIONS (Unaudited)

The following tables present unaudited quarterly results of operations for the
eight quarters ended December 31, 1999:

|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |        |        | 
|------------------------ | -------------------------------------- | ------------------------------------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                         |                                        |                                       |        | First   |        | Second  |        | Third   |        | Fourth 
|                         |                                        |                                       |        | Quarter |        | Quarter |        | Quarter |        | Quarter
|                         |                                        |                                       |        |         |        |         |        |         |        |        
|1999                     |                                        | (In thousands, except per share data)
|Premiums in force        |                                        | $                                     | 81,900 |         |        | $       | 85,900 |         |        | $       | 85,700 |        |        | $ | 87,200 |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Revenues:               
|                        
|                        
|                        
|                        
|                         | Gross premiums earned                  |                                       | $      | 21,314  |        |         | $      | 21,798  |        |         | $      | 22,254 |        |   | $      | 23,860 |       
|                        
|                        
|                        
|                        
|                         | Premiums ceded                         |                                       |        | (4,160  | )      |         |        | (4,609  | )      |         |        | (4,682 | )      |   |        | (4,557 | )     
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                         |                                        | Premiums earned                       |        |         | 17,154 |         |        |         | 17,189 |         |        |        | 17,572 |   |        |        | 19,303 | 
|                        
|                        
|                        
|                        
|                         | Investment income                      |                                       |        | 1,686   |        |         |        | 1,640   |        |         |        | 1,588  |        |   |        | 1,596  |       
|                        
|                        
|                        
|                        
|                         | Net realized investment gains (losses) |                                       |        | 37      |        |         |        | 65      |        |         |        | (18    | )      |   |        |       |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                         |                                        | Total revenues                        |        |         | 18,877 |         |        |         | 18,894 |         |        |        | 19,142 |   |        |        | 20,899 | 
|                        
|                        
|                        
|                        
|Expenses:               
|                        
|                        
|                        
|                        
|                         | Claim and claim settlement expenses    |                                       |        | 10,804  |        |         |        | 10,448  |        |         |        | 11,082 |        |   |        | 10,989 |       
|                        
|                        
|                        
|                        
|                         | Policy acquisition costs               |                                       |        | 3,486   |        |         |        | 3,523   |        |         |        | 3,016  |        |   |        | 4,086  |       
|                        
|                        
|                        
|                        
|                         | General and administrative expenses    |                                       |        | 2,987   |        |         |        | 2,931   |        |         |        | 2,879  |        |   |        | 3,224  |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                         |                                        | Total expenses                        |        |         | 17,277 |         |        |         | 16,902 |         |        |        | 16,977 |   |        |        | 18,299 | 
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Income from operations   |                                        | $                                     | 1,600  |         |        | $       | 1,992  |         |        | $       | 2,165  |        |        | $ | 2,600  |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Net income               |                                        | $                                     | 1,233  |         |        | $       | 1,487  |         |        | $       | 1,611  |        |        | $ | 1,836  |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Basic income per share   |                                        | $                                     | 0.10   |         |        | $       | 0.12   |         |        | $       | 0.13   |        |        | $ | 0.15   |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Diluted income per share |                                        | $                                     | 0.10   |         |        | $       | 0.12   |         |        | $       | 0.13   |        |        | $ | 0.15   |       
|                         |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       

|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |        |        | 
|------------------------------- | -------------------------------------- | ------------------------------------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                |                                        |                                       |        | First   |        | Second  |        | Third   |        | Fourth 
|                                |                                        |                                       |        | Quarter |        | Quarter |        | Quarter |        | Quarter
|                                |                                        |                                       |        |         |        |         |        |         |        |        
|1998                            |                                        | (In thousands, except per share data)
|Premiums in force               |                                        | $                                     | 78,900 |         |        | $       | 80,500 |         |        | $       | 84,400 |        |        | $ | 82,100 |       
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Revenues:                      
|                               
|                               
|                               
|                               
|                                | Gross premiums earned                  |                                       | $      | 21,333  |        |         | $      | 22,241  |        |         | $      | 22,885 |        |   | $      | 23,422 |       
|                               
|                               
|                               
|                               
|                                | Premiums (ceded) recovered             |                                       |        | 1,211   |        |         |        | (1,056  | )      |         |        | (1,029 | )      |   |        | (7,615 | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                                |                                        | Premiums earned                       |        |         | 22,544 |         |        |         | 21,185 |         |        |        | 21,856 |   |        |        | 15,807 | 
|                               
|                               
|                               
|                               
|                                | Investment income                      |                                       |        | 2,037   |        |         |        | 2,018   |        |         |        | 1,854  |        |   |        | 1,805  |       
|                               
|                               
|                               
|                               
|                                | Net realized investment gains (losses) |                                       |        | 3       |        |         |        | 716     |        |         |        | 330    |        |   |        | (3     | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                                |                                        | Total revenues                        |        |         | 24,584 |         |        |         | 23,919 |         |        |        | 24,040 |   |        |        | 17,609 | 
|                               
|                               
|                               
|                               
|Expenses:                      
|                               
|                               
|                               
|                               
|                                | Claim and claim settlement expenses    |                                       |        | 19,273  |        |         |        | 17,938  |        |         |        | 17,571 |        |   |        | 20,512 |       
|                               
|                               
|                               
|                               
|                                | Policy acquisition costs               |                                       |        | 3,280   |        |         |        | 3,310   |        |         |        | 3,657  |        |   |        | 3,727  |       
|                               
|                               
|                               
|                               
|                                | General and administrative expenses    |                                       |        | 3,647   |        |         |        | 1,884   |        |         |        | 3,150  |        |   |        | 2,688  |       
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|                                |                                        | Total expenses                        |        |         | 26,200 |         |        |         | 23,132 |         |        |        | 24,378 |   |        |        | 26,927 | 
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Income (loss) from operations   |                                        | $                                     | (1,616 | )       |        | $       | 787    |         |        | $       | (338   | )      |        | $ | (9,318 | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Net income (loss)               |                                        | $                                     | (1,117 | )       |        | $       | 491    |         |        | $       | (138   | )      |        | $ | (6,317 | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Basic income (loss) per share   |                                        | $                                     | (0.09  | )       |        | $       | 0.04   |         |        | $       | (0.01  | )      |        | $ | (0.53  | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       
|Diluted income (loss) per share |                                        | $                                     | (0.09  | )       |        | $       | 0.04   |         |        | $       | (0.01  | )      |        | $ | (0.53  | )     
|                                |                                        |                                       |        |         |        |         |        |         |        |         |        |        |        |   |        |       

Quarterly revenues are affected by (i) premiums in force at the
beginning of the quarter, (ii) new policies written in the quarter, (iii) final
audit premiums recognized during the quarter, and (iv) our policy renewal rate
in the quarter. Historically, a majority of new policies written and policy
renewals have occurred in the first, second and fourth quarters. Additionally,
our quarterly results for 1998 were affected by refunds from the Minnesota
Workers Compensation Reinsurance Corporation (included in premiums earned),
adjustments to the liability for unpaid claim and claim settlement expenses for
prior years and adjustments to reverse liabilities accrued for the Minnesota
Insurance Guarantee Association (included in general and administrative
expenses) as follows (000s):

41



---



|                                                  |  |         |        |         |  |         |       |         |  |   |   |  |  |   |        |   |  |  |  | 
|------------------------------------------------- |  | ------- | ------ | ------- |  | ------- | ----- | ------- |  | - | - |  |  | - | ------ | - |  |  |  | 
|                                                  |  | First   |        | Second  |  | Third   |       | Fourth 
|1998                                              |  | Quarter |        | Quarter |  | Quarter |       | Quarter
|                                                  |  |         |        |         |  |         |       |        
|Premiums earned                                   |  | $       | 2,247  |        
|                                                 
|                                                 
|                                                 
|                                                 
|Claim and claim settlement expenses               |  |         | (3,000 | )       |  | $       | (400  | )       |  | $ |  |  |  | $ | (7,579 | ) |  |  |  | 
|                                                 
|                                                 
|                                                 
|                                                 
|General and administrative expenses               |  |         |       |         |  |         | 1,076 |         |  |   |  |  |  |   | 695    |  
|                                                  |  |         |        |         |  |         |       |         |  |   |   |  |  |   |        |  
|Quarterly effect on income (loss) from operations |  | $       | (753   | )       |  | $       | 676   |         |  | $ |  |  |  | $ | (6,884 | )
|                                                  |  |         |        |         |  |         |       |         |  |   |   |  |  |   |        |  

NOTE 13  SUBSEQUENT EVENTS

On November 2, 1999, we announced that a group consisting of David C. Prosser,
Chairman, members of his family, and another of our directors retained an
investment banker to explore a sale of the groups shares to new strategic
investors. The group held approximately 6,383,000 shares representing 52% of all
outstanding shares. In conjunction with the process, our Board of Directors
appointed a Special Committee of independent directors to evaluate any proposed
transaction.

On February 2, 2000, we entered into an agreement with participating
members of the group (together, the Prosser Selling Group). Under the
agreement, we agreed to repurchase from individual members of the Prosser
Selling Group shares totaling approximately $7.8 million. Based on the market
formula contained in the agreement, we expect to repurchase approximately
1,493,000 shares at $5.19 per share. This transaction is expected to close in
March 2000. In addition, we expect David C. Prosser to retire and resign as
Chairman and expect to pay him $225,000 as a termination benefit in conjunction
with the closing. He is expected to remain as a member of our Board of
Directors.

In connection with the closing, each member of the Prosser Selling Group is
required to enter into a standstill and voting agreement under which each
agrees, for a period of two years following the transaction, not to: (i) acquire
additional securities of RTW; (ii) initiate, solicit or propose any corporate
transaction such as a merger, reorganization, liquidation, sale or transfer of
assets of RTW; (iii) initiate, solicit, support or propose a change in the
composition of our Board of Directors or management; (iv) propose any material
change in our business or corporate structure, our articles of incorporation or
bylaws and make, participate or solicit any proxy to vote or seek to influence
any other RTW shareholders with respect to RTW voting securities. Each member of
the Prosser Selling Group will also agree to (i) vote his or her shares as
recommended by our Board of Directors or in the same proportion as other RTW
shareholders vote, and (ii) grant to the Chair of the Special Committee or his
designee or successor, a conditional proxy with respect to such members shares.

Under the terms of the agreement, we borrowed $6.0 million under a 90-day
term loan agreement with a bank and advanced the proceeds to the Prosser Selling
Group for a security interest in the shares owned by the group. This term loan
is subject to interest at a LIBOR adjusted rate (8.31% at February 29, 2000). We
expect to replace the 90-day term loan and fund the remaining repurchase price
of the shares in March 2000 with an $8.0 million term loan agreement and $2.0
million revolving credit facility to be used for general corporate purposes. We
expect the term loan will accrue interest, payable quarterly, at an adjusted
LIBOR rate and expect principal maturities due as follows (000s):

|             |  |   |       | 
|------------ |  | - | ----- | 
|December 31,
|2000         |  | $ | 1,000 | 
|            
|            
|            
|            
|2001         |  |   | 1,500 | 
|            
|            
|            
|            
|2002         |  |   | 1,500 | 
|            
|            
|            
|            
|2003         |  |   | 2,000 | 
|            
|            
|            
|            
|2004         |  |   | 2,000 | 

We expect the revolving credit facility will accrue interest, payable
quarterly, at an adjusted LIBOR rate and mature in March 2001. We expect that
the revolving credit facility will be renewable annually at the discretion of
the bank.

We expect to collateralize the term loan by stock of ACIC and expect that
we will be subject to restrictive financial covenants that require maintaining
minimum financial ratios, including (i) debt coverage, (ii) net worth, (iii)
statutory surplus, (iv) net earnings, (v) risk based capital, (vii) A.M. Best
Rating, and (viii) investment grade ratios. We expect the agreement to also
restrict dividends, purchases, redemptions or retirements of stock.

42



---






ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to Directors is contained in the Section entitled
Election of Directors in the Companys 2000 Proxy Statement and is
incorporated herein by reference.

Information with respect to Executive Officers of the Company is included in
PART I of this Report on Form 10-K.




ITEM 11. EXECUTIVE COMPENSATION

Information required under this item is contained in the Section entitled
Executive Compensation and Other Information in the Companys 2000 Proxy
Statement and is incorporated herein by reference.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required under this item is contained in the Section entitled
Security Ownership of Principal Shareholders and Management in the Companys
2000 Proxy Statement and is incorporated herein by reference.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required under this item is contained in the Section entitled
Certain Transactions in the Companys 2000 Proxy Statement and is incorporated
herein by reference.




PART IV




ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



| |                                           
| | ------------------------------------------
| | (a) Documents filed as Part of this Report



| |                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Financial Statements. The following consolidated financial
statements of the Company are set forth on pages 25 through
42 of Part II, Item 8 of this Report.
|
| | Independent Auditors Report                                                                                                                                    
| | Consolidated Balance Sheets  December 31, 1999 and 1998                                                                                                        
| | Consolidated Statements of Operations  Years Ended December 31, 1999, 1998 and 1997                                                                            
| | Consolidated Statements of Other Comprehensive Income (Loss) and                                                                                                
| | Shareholders Equity  Years Ended December 31, 1999, 1998
and 1997                                                                                             
| | Consolidated Statements of Cash Flows  Years Ended
December 31, 1999, 1998 and 1997                                                                            
| | Notes to Consolidated
Financial Statements  Years Ended December 31, 1999, 1998 and
1997                                                                       
|
| | (2) Financial Statement Schedules for the Three Years Ended December 31, 1999                                                                                   

|                                                                        |  |     
|----------------------------------------------------------------------- |  | ----
|                                                                        |  | Page
|                                                                        |  |     
|Independent Auditors Report on Schedules for the Years Ended          
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|December 31, 1999, 1998 and 1997.                                       |  | S-1 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Schedule I  Summary of Investments                                     |  | S-2 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Schedule II  Condensed Financial Information (Parent Company)          |  | S-3 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Schedule III  Supplemental Information Concerning Insurance Operations |  | S-7 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Schedule IV  Reinsurance                                               |  | S-8 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Schedule V  Valuation and Qualifying Accounts                          |  | S-9 

All other schedules are omitted because they are not applicable or the
required information is presented in the Financial Statements or the
notes thereto.

43



---



(b) Reports on Form 8-K



| |      
| | -----
| | None.

(c) Listing of Exhibits (*indicates compensatory plan)

|       |  |                                                                                                                                              
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|3.1    |  | Amended Articles of Incorporation (1)                                                                                                        
|      
|      
|      
|      
|3.2    |  | Amended Bylaws (1)                                                                                                                           
|      
|      
|      
|      
|4.1    |  | Registration Rights Agreement (2)                                                                                                            
|      
|      
|      
|      
|10.1*  |  | Employment Agreement Letter dated November 24, 1997 between RTW and Carl B. Lehmann (4)                                                      
|      
|      
|      
|      
|10.2*  |  | Non-Qualified Stock Option Agreement dated November 24, 1997 between RTW and Carl B. Lehmann (4)                                             
|      
|      
|      
|      
|10.3*  |  | Letter Agreement dated January 15, 1998 Amending the Non-Qualified Stock Option Agreement
between RTW and Carl B. Lehmann (4)                
|      
|      
|      
|      
|10.4*  |  | Incentive Stock Option Agreement dated January 15, 1998 between RTW and Carl B. Lehmann (4)                                                  
|      
|      
|      
|      
|10.5*  |  | Employment Agreement Letter dated January 22, 1999 between RTW and David C. Prosser (4)                                                      
|      
|      
|      
|      
|10.6*  |  | RTW, Inc. Employee Stock Ownership Plan (2)                                                                                                  
|      
|      
|      
|      
|10.7*  |  | Amended RTW, Inc. 1994 Stock Plan (1) 10.8 Contract between RTW and ACIC dated January 1, 1992 (2)                                           
|      
|      
|      
|      
|10.9   |  | Service Agreement between RTW and ACIC dated February 1, 1992 (2)                                                                            
|      
|      
|      
|      
|10.10* |  | Description of the 2000 Gain Sharing Program                                                                                                 
|      
|      
|      
|      
|10.11* |  | 401(k) Plan Adoption Agreement (1)                                                                                                           
|      
|      
|      
|      
|10.12  |  | Reinsurance contract between ACIC and First Excess and Reinsurance Corporation effective
July 1, 1998 (4)                                    
|      
|      
|      
|      
|10.13  |  | Endorsement No. 2 to the reinsurance contract between ACIC and General Reinsurance Corporation (4)                                           
|      
|      
|      
|      
|10.14  |  | Minnesota Workers Compensation Reinsurance ssociation reinsurance agreement (4)                                                             
|      
|      
|      
|      
|10.15  |  | Election form for Minnesota Workers Compensation Reinsurance Association reinsurance agreement for 2000                                     
|      
|      
|      
|      
|10.16  |  | Standstill and Voting Agreement                                                                                                              
|      
|      
|      
|      
|10.17  |  | Letter Agreement dated March 3, 2000 between US Bank and RTW, Inc. regarding Term Note and
Revolving Credit Facilities                       
|      
|      
|      
|      
|11     |  | Statement re; Computation of Income (Loss) Per Share                                                                                         
|      
|      
|      
|      
|21     |  | Subsidiaries of the Registrant:
The Company has one wholly-owned subsidiary, American Compensation Insurance Company, a
Minnesota corporation
|      
|      
|      
|      
|23     |  | Consent of Deloitte & Touche LLP                                                                                                             
|      
|      
|      
|      
|24     |  | Power of Attorney, included in Signature page                                                                                                
|      
|      
|      
|      
|27     |  | Financial Data Schedule  Year ended December 31, 1999                                                                                       
|      
|      
|      
|      
|99.1   |  | Press Release Dated March 27, 2000 Announcing Repurchase of Shares                                                                           



---

|(1) |  | Incorporated by reference to the Companys Registration Statement on Form S-1 (Reg. No.
33-89164). 
|--- |  | ---------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Incorporated by reference to the Companys Registration Statement on Form SB-2 (Reg. No.
33-2002C).
|   
|   
|   
|   
|(3) |  | Incorporated by reference to the Companys Registration Statement on Form S-8 (Reg. No.
33-91372). 
|   
|   
|   
|   
|(4) |  | Incorporated by reference to the Companys 1998 Report on Form 10-K.                               

44



---






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) or 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.

RTW, INC.

|      |  |                |  |                                                                                              
|----- |  | -------------- |  | ---------------------------------------------------------------------------------------------
|Date: |  | March 28, 2000 |  | By /s/ Carl B. Lehmann                                                                       
|      |  |                |  |                                                                                              
|      |  |                |  | Carl B. Lehmann
President, Chief Executive Officer and Director
(Principal Executive Officer)

Signatures and Power of Attorney

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant, in the capacities, and on the dates, indicated. Each person whose
signature appears below constitutes and appoints Carl B. Lehmann and Jeffrey B.
Murphy as his true and lawful attorney-in-fact and agents, each acting alone,
with full power of substitutions and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any or all amendments to
this Annual Report on Form 10-K and to file the same, with the exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission.

|               |  |                                                                                                                
|-------------- |  | ---------------------------------------------------------------------------------------------------------------
|Date           |  | Signature and Title                                                                                            
|               |  |                                                                                                                
|March 28, 2000 |  | By /s/ Carl B. Lehmann                                                                                         
|               |  |                                                                                                                
|               |  | Carl B. Lehmann
President, Chief Executive Officer and Director
(Principal Executive Officer)                  
|              
|March 28, 2000 |  | By  /s/ Jeffrey B. Murphy                                                                                      
|               |  |                                                                                                                
|               |  | Jeffrey B. Murphy
Secretary, Treasurer and Chief Financial
Officer
(Principal Financial and Accounting Officer)
|              
|March 28, 2000 |  | By  /s/ David C. Prosser                                                                                       
|               |  |                                                                                                                
|               |  | David C. Prosser
Director                                                                                      
|              
|March 28, 2000 |  | By  /s/  J. Alexander Fjelstad, III                                                                            
|               |  |                                                                                                                
|               |  | J. Alexander Fjelstad, III
Director                                                                            
|              
|March 28, 2000 |  | By  /s/  David R. Hubers                                                                                       
|               |  |                                                                                                                
|               |  | David R. Hubers
Director                                                                                       
|              
|March 28, 2000 |  | By  /s/  Mark E. Hegman                                                                                        
|               |  |                                                                                                                
|               |  | Mark E. Hegman
Director                                                                                        
|              
|March 28, 2000 |  | By  /s/  Steven M. Rothschild                                                                                  
|               |  |                                                                                                                
|               |  | Steven M. Rothschild
Director                                                                                  

45



---



INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders
RTW, Inc.
Minneapolis, Minnesota

We have audited the consolidated financial statements of RTW, Inc. and subsidiary
(the Company) as of December 31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999, and have issued our report thereon dated February 3, 2000.
Our audits also included the consolidated financial statement schedules listed in
Item 14(a)(2) of this Report on Form 10-K. These consolidated financial statement
schedules are the responsibility of the Companys management. Our responsibility is to
express an opinion based on our audits. In our opinion, such consolidated financial
statement schedules, when considered in relation to the basic consolidated financial
financial statements taken as a whole, present fairly in all material respects the
information set forth therein.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 3, 2000

S-1



---



SCHEDULE I

RTW, INC.
SUMMARY OF INVESTMENTS
December 31, 1999
(In thousands)

|                   |                     |                                                               |                   |       |           |         |      |   |                |         |  |   |             |         | 
|------------------ | ------------------- | ------------------------------------------------------------- | ----------------- | ----- | --------- | ------- | ---- | - | -------------- | ------- |  | - | ----------- | ------- | 
|                   |                     |                                                               |                   |       |           |         |      |   |                |         |  |   | Amount at  
|                   |                     |                                                               |                   |       |           |         |      |   |                |         |  |   | which shown
|                   |                     |                                                               |                   |       | Amortized |         | Fair |   | in the balance
|Type of investment |                     | Cost                                                          |                   | Value |           | sheet  
|                   |                     |                                                               |                   |       |           |        
|Fixed maturities: 
|                  
|                  
|                  
|                  
|                   | Available-for-sale:
|                  
|                  
|                  
|                  
|                   |                     | Tax-exempt municipal securities                               |                   | $     | 63,104    |         |      | $ | 60,854         |         |  | $ | 60,854      |        
|                  
|                  
|                  
|                  
|                   |                     | Corporate securities                                          |                   |       | 15,462    |         |      |   | 14,620         |         |  |   | 14,620      |        
|                  
|                  
|                  
|                  
|                   |                     | Mortgage / asset-backed securities                            |                   |       | 18,103    |         |      |   | 17,484         |         |  |   | 17,484      |        
|                  
|                  
|                  
|                  
|                   |                     | United States government, government agencies and authorities |                   |       | 15,665    |         |      |   | 15,106         |         |  |   | 15,106      |        
|                   |                     |                                                               |                   |       |           |         |      |   |                |         |  |  
|                   |                     |                                                               | Total Investments |       | $         | 112,334 |      |   | $              | 108,064 |  |   | $           | 108,064 | 
|                   |                     |                                                               |                   |       |           |         |      |   |                |         |  |  

S-2



---



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Balance Sheets
December 31, 1999 and 1998
(In thousands)

|                                     |                                          |                   |        |        |       |   |        |        |       |  | 
|------------------------------------ | ---------------------------------------- | ----------------- | ------ | ------ | ----- | - | ------ | ------ | ----- |  | 
|                                     |                                          |                   |        |        | 1999  |   | 1998  
|                                     |                                          |                   |        |        |       |   |       
|                                     |                                          |                   | ASSETS
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                |                   | $      | 2      |       |   | $      | 213    |      
|                                    
|                                    
|                                    
|                                    
|                                     | Furniture and equipment, net             |                   |        | 3,881  |       |   |        | 4,565  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Investment in and advances to subsidiary |                   |        | 53,279 |       |   |        | 51,669 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Income tax receivable                    |                   |        | 22     |       |   |        | 117    |      
|                                    
|                                    
|                                    
|                                    
|                                     | Other assets                             |                   |        | 339    |       |   |        | 631    |      
|                                     |                                          |                   |        |        |       |   |        |       
|                                     |                                          | $                 | 57,523 |        |       | $ | 57,195 |       
|                                     |                                          |                   |        |        |       |   |        |       
|LIABILITIES AND SHAREHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued expenses and other liabilities   |                   | $      | 1,628  |       |   | $      | 1,770  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred income taxes                    |                   |        | 330    |       |   |        | 346    |      
|                                    
|                                    
|                                    
|                                    
|                                     | Notes payable                            |                   |        |       |       |   |        | 2,461  |      
|                                     |                                          |                   |        |        |       |   |        |       
|                                     |                                          | Total liabilities |        |        | 1,958 |   |        |        | 4,577 | 
|                                    
|                                    
|                                    
|                                    
|                                     | Shareholders equity                     |                   |        | 55,565 |       |   |        | 52,618 |      
|                                     |                                          |                   |        |        |       |   |        |       
|                                     |                                          | $                 | 57,523 |        |       | $ | 57,195 |       
|                                     |                                          |                   |        |        |       |   |        |       

See notes to condensed financial statements.

S-3



---



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Statements of Operations
Years Ended December 31, 1999, 1998 and 1997
(In thousands)

|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |        |        |  
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------- | ----- | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | -
|                                                                                              |                                                         |                               |       | 1999   |        | 1998 |        | 1997  
|                                                                                              |                                                         |                               |       |        |        |      |        |       
|Revenues:                                                                                    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Intercompany fee income                                 |                               | $     | 25,762 |        |      | $      | 25,262 |        |   | $      | 22,364 |       
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Investment income                                       |                               |       | 15     |        |      |        | 28     |        |   |        | 249    |       
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       
|                                                                                              |                                                         | Total revenues                |       |        | 25,777 |      |        |        | 25,290 |   |        |        | 22,613 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Expenses:                                                                                    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | General and administrative expenses                     |                               |       | 25,044 |        |      |        | 25,526 |        |   |        | 23,097 |       
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       
|                                                                                              |                                                         | Income (loss) from operations |       |        | 733    |      |        |        | (236   | ) |        |        | (484   | )
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Interest expense                                                                              |                                                         |                               | 266   |        |        |      | 546    |        |        |   | 777    |       
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       
|Income (loss) before income taxes and equity in
undistributed net income (loss) of subsidiary |                                                         |                               | 467   |        |        |      | (782   | )      |        |   | (1,261 | )     
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Provision for income taxes                              |                               |       | 246    |        |      |        | (263   | )      |   |        | (429   | )     
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       
|Income (loss) before equity in undistributed net
income (loss) of subsidiary                  |                                                         |                               | 713   |        |        |      | (519   | )      |        |   | (832   | )     
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Equity in undistributed net income (loss) of subsidiary |                               |       | 5,454  |        |      |        | (6,562 | )      |   |        | 6,631  |       
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       
|Net income (loss)                                                                             |                                                         | $                             | 6,167 |        |        | $    | (7,081 | )      |        | $ | 5,799  |       
|                                                                                              |                                                         |                               |       |        |        |      |        |        |        |   |        |       

See notes to condensed financial statements.

S-4



---



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
(In thousands)

|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ----- | ------ | ------ | ------ | ------ | ----- | ------ | ------ | ----- | ------ | ------ | -
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       | 1999   |        | 1998   |        | 1997 
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |      
|Cash Flows from Operating Activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Reconciliation of net income (loss) to net cash provided
by operating activities:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Net income (loss)                                                                        |                                             | $                                                   | 6,167 |        |        | $      | (7,081 | )     |        | $      | 5,799 |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          | Depreciation and amortization               |                                                     |       | 1,296  |        |        |        | 1,267 |        |        |       | 1,079  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          | Equity in net loss (income) from subsidiary |                                                     |       | (5,454 | )      |        |        | 6,562 |        |        |       | (6,631 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          | Deferred income taxes                       |                                                     |       | (16    | )      |        |        | 34    |        |        |       | 131    |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          | Changes in assets and liabilities:         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          |                                             | Accrued expenses and other liabilities              |       |        | (142   | )      |        |       | 428    |        |       |        | 257    |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                                          |                                             | Other, net                                          |       |        | (4,190 | )      |        |       | 1,359  |        |       |        | 351    |  
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|                                                  |                                                                                   |                                                                                          |                                             | Net cash (used in) provided by operating activities |       |        | (2,339 | )      |        |       | 2,569  |        |       |        | 986    |  
|                                                 
|                                                 
|                                                 
|                                                 
|Cash Flows from Investing Activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Investment in and advances to subsidiary                                          |                                                                                          |                                             | 3,844                                               |       |        |        | (448   | )      |       |        | (2,761 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Purchases of furniture and equipment                                              |                                                                                          |                                             | (573                                                | )     |        |        | (819   | )      |       |        | (2,447 | )    
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|                                                  |                                                                                   |                                                                                          |                                             | Net cash provided by (used in) investing activities |       |        | 3,271  |        |        |       | (1,267 | )      |       |        | (5,208 | )
|                                                 
|                                                 
|                                                 
|                                                 
|Cash Flows from Financing Activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Payments on notes payable                                                         |                                                                                          |                                             | (2,500                                              | )     |        |        | (2,500 | )      |       |        | (2,000 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Stock options and warrants exercised                                              |                                                                                          |                                             | 1,252                                               |       |        |        | 333    |        |       |        | 1      |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Issuance of common stock to ESOP                                                  |                                                                                          |                                             |                                                    |       |        |        |       |        |       |        | 115    |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Issuance of common stock under ESPP                                               |                                                                                          |                                             | 105                                                 |       |        |        | 199    |        |       |        | 154    |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from sales of common stock                                               |                                                                                          |                                             |                                                    |       |        |        | 30     |        |       |        |       |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Retirement of common stock                                                        |                                                                                          |                                             |                                                    |       |        |        | (87    | )      |       |        |       |      
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|                                                  |                                                                                   |                                                                                          |                                             | Net cash used in financing activities               |       |        | (1,143 | )      |        |       | (2,025 | )      |       |        | (1,730 | )
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|Net decrease in Cash and Cash Equivalents         |                                                                                   |                                                                                          | (211                                        | )                                                   |       |        | (723   | )      |        |       | (5,952 | )     
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and Cash Equivalents at Beginning of Year    |                                                                                   |                                                                                          | 213                                         |                                                     |       |        | 936    |        |        |       | 6,888  |       
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|Cash and Cash Equivalents at End of Year          |                                                                                   | $                                                                                        | 2                                           |                                                     |       | $      | 213    |        |        | $     | 936    |       
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|Supplemental Disclosure of Cash Flow Information:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid (received) during the year for:                                        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Interest                                                                                 |                                             | $                                                   | 238   |        |        | $      | 546    |       |        | $      | 664   |       
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  
|                                                  |                                                                                   | Income tax (refunds) payments                                                            |                                             | $                                                   | (97   | )      |        | $      | 16     |       |        | $      | 61    |       
|                                                  |                                                                                   |                                                                                          |                                             |                                                     |       |        |        |        |        |       |        |        |       |        |        |  

See notes to condensed financial statements.

S-5



---



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Notes to Condensed Financial Statements
Years Ended December 31, 1999, 1998 and 1997

NOTE 1  ACCOUNTING POLICIES

The accompanying condensed financial information should be read in conjunction
with the consolidated financial statements and notes included in the RTW, Inc.
1999 Annual Report.

NOTE 2  RELATED PARTY TRANSACTIONS

RTW provides American Compensation Insurance Company (ACIC) with management
services, including preparing and submitting filings, maintaining books and
records, collecting premiums, administering and adjudicating claims, and
performing other administrative services. RTW receives 10% of ACICs gross
premiums earned each month for these services, which amounted to $8,933,000,
$8,908,000 and $8,057,000 for the years ended December 31, 1999, 1998 and 1997,
respectively. In addition, RTW receives 15% of ACICs gross premiums earned
for claims administration during the year in which the premiums are earned and
a total of 4% of gross premiums earned in subsequent years which amounted to
$16,771,000, $16,289,000 and $14,307,000 for the years ended December 31, 1999,
1998 and 1997, respectively.

RTW files a consolidated federal tax return with ACIC. Taxes are allocated
between the companies based on a tax allocation agreement under which
allocation is made primarily on a separate return basis for taxes incurred with
current credit for any net operating losses or other items utilized in the
consolidated tax return. This allocation is settled annually after completing
and filing the federal tax return.

Amounts due (to) from ACIC related to the above transactions are included in
the balance sheet account caption Investment in and advances to subsidiary
and totaled approximately ($1,259,000) and $7,104,000 at December 31, 1999 and
1998, respectively.

S-6



---



SCHEDULE III

RTW, INC.
SUPPLEMENTAL INFORMATION CONCERNING INSURANCE OPERATIONS
(in thousands)

|     |  |             |       |              |  |              |        |  |          |   |        |          |            |          |  |       |              |   |        |            |  |   |        |            |  |   |       | 
|---- |  | ----------- | ----- | ------------ |  | ------------ | ------ |  | -------- | - | ------ | -------- | ---------- | -------- |  | ----- | ------------ | - | ------ | ---------- |  | - | ------ | ---------- |  | - | ----- | 
|     |  |             |       |              |  | (COLUMN C)  
|     |  |             |       |              |  | RESERVES FOR |        |  |          |   |        |          |            |          |  |       |              |   |        |            |  |   |        | INVESTMENT
|     |  | DEFERRED    |       | UNPAID CLAIM |  | DISCOUNT,    |        |  |          |   |        |          |            |          |  |       |              |   |        | INCOME AND
|     |  | POLICY      |       | AND CLAIM    |  | IF ANY,      |        |  |          |   |        |          |            |          |  |       | NET REALIZED
|     |  | ACQUISITION |       | SETTLEMENT   |  | DEDUCTED IN  |        |  | UNEARNED |   | EARNED |          | INVESTMENT
|YEAR |  | COSTS       |       | EXPENSES     |  | COLUMN C     |        |  |          |   |        | PREMIUMS |            | PREMIUMS |  | GAINS
|     |  |             |       |              |  |              |        |  |          |   |        |          |            |          |  |      
|1999 |  | $           | 1,487 |              |  | $            | 99,831 |  |          | $ | 2,873  |          |            |          |  |       |              | $ | 12,766 |            |  | $ | 71,218 |            |  | $ | 6,521 | 
|    
|    
|    
|    
|1998 |  | $           | 1,501 |              |  | $            | 97,269 |  |          |   |       |          |            |          |  |       |              | $ | 13,027 |            |  | $ | 81,392 |            |  | $ | 8,732 | 
|    
|    
|    
|    
|1997 |  | $           | 1,559 |              |  | $            | 61,069 |  |          |   |       |          |            |          |  |       |              | $ | 13,580 |            |  | $ | 81,043 |            |  | $ | 6,971 | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

| |  |      |      |      |  |                      |        |              |  |             |        |            |  |          |        |  |  |   |        |  |  |   |        | 
| |  | ---- | ---- | ---- |  | -------------------- | ------ | ------------ |  | ----------- | ------ | ---------- |  | -------- | ------ |  |  | - | ------ |  |  | - | ------ | 
| |  |      |      |      |  | CLAIM AND CLAIM     
| |  |      |      |      |  | SETTLEMENT EXPENSES  |        | AMORTIZATION
| |  |      |      |      |  | INCURRED RELATED TO: |        | OF DEFERRED  |  | PAID CLAIM 
| |  |      |      |      |  |                      |        | POLICY       |  | AND CLAIM  
| |  |      |      |      |  | CURRENT              |        | PRIOR        |  | ACQUISITION |        | SETTLEMENT |  | PREMIUMS
| |  | YEAR |      | YEAR |  | YEARS                |        | COSTS        |  | EXPENSES    |        | WRITTEN   
| |  |      |      |      |  |                      |        |              |  |             |        |           
| |  |      | 1999 |      |  | $                    | 51,436 |              |  | $           | (8,113 | )          |  | $        | 14,111 |  |  | $ | 61,277 |  |  | $ | 70,958 | 
|
|
|
|
| |  |      | 1998 |      |  | $                    | 64,315 |              |  | $           | 10,979 |            |  | $        | 13,974 |  |  | $ | 53,134 |  |  | $ | 80,839 | 
|
|
|
|
| |  |      | 1997 |      |  | $                    | 58,628 |              |  | $           | (3,085 | )          |  | $        | 11,658 |  |  | $ | 42,921 |  |  | $ | 81,315 | 

S-7



---



SCHEDULE IV

RTW, INC.
REINSURANCE
Years ended December 31, 1999, 1998 and 1997
(In thousands)

|            |                                  |        |  |           |        |                 |  |     |            |          |  |            |   |  |  |         |        |           |  |  |      |   |  | 
|----------- | -------------------------------- | ------ |  | --------- | ------ | --------------- |  | --- | ---------- | -------- |  | ---------- | - |  |  | ------- | ------ | --------- |  |  | ---- | - |  | 
|            |                                  |        |  |           |        | Premiums earned | 
|            |                                  |        |  |           |        |                 |  |     | Percentage
|            |                                  |        |  |           |        |                 |  |     |            | Ceded to |  | Assumed    |   |  |  |         |        | of amount
|            |                                  |        |  |           |        |                 |  |     |            | other    |  | from other |   |  |  | assumed
|Description |                                  | Direct |  | companies |        | companies       |  | Net |            | to net  
|            |                                  |        |  |           |        |                 |  |     |            |         
|1999       
|           
|           
|           
|           
|            | PREMIUMS - Workers' Compensation |        |  | $         | 89,226 |                 |  | $   | 18,008     |          |  | $          |  |  |  | $       | 71,218 |           |  |  | 0.00 | %
|           
|           
|           
|           
|1998       
|           
|           
|           
|           
|            | PREMIUMS - Workers' Compensation |        |  | $         | 89,881 |                 |  | $   | 8,489      |          |  | $          |  |  |  | $       | 81,392 |           |  |  | 0.00 | %
|           
|           
|           
|           
|1997       
|           
|           
|           
|           
|            | PREMIUMS - Workers' Compensation |        |  | $         | 81,385 |                 |  | $   | 342        |          |  | $          |  |  |  | $       | 81,043 |           |  |  | 0.00 | %

S-8



---



SCHEDULE V

RTW, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1999, 1998 and 1997
(In thousands)

|            |                                 |           |  |          |     |            |  |            |     |            |  |   |   |  |  |            |     |  |  |   |     |  |  | 
|----------- | ------------------------------- | --------- |  | -------- | --- | ---------- |  | ---------- | --- | ---------- |  | - | - |  |  | ---------- | --- |  |  | - | --- |  |  | 
|            |                                 |           |  |          |     |            |  |            |     | Additions 
|            |                                 |           |  |          |     |            |  |            |     |           
|            |                                 |           |  |          |     | Balance at |  | Charged to |     | Charged to |  |   |   |  |  | Balance at
|            |                                 |           |  |          |     | beginning  |  | costs and  |     | other      |  |   |   |  |  | end       
|Description |                                 | of period |  | expenses |     | accounts   |  | Write-offs |     | of period 
|            |                                 |           |  |          |     |            |  |            |     |           
|1999       
|           
|           
|           
|           
|            | Allowance for Doubtful Accounts |           |  | $        | 417 |            |  | $          | 163 |            |  | $ |  |  |  | $          | 61  |  |  | $ | 519 | 
|           
|           
|           
|           
|1998       
|           
|           
|           
|           
|            | Allowance for Doubtful Accounts |           |  | $        | 182 |            |  | $          | 379 |            |  | $ |  |  |  | $          | 144 |  |  | $ | 417 | 
|           
|           
|           
|           
|1997       
|           
|           
|           
|           
|            | Allowance for Doubtful Accounts |           |  | $        | 105 |            |  | $          | 250 |            |  | $ |  |  |  | $          | 173 |  |  | $ | 182 | 

S-9