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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K/A

|                    |  |                                                                                     
|------------------- |  | ------------------------------------------------------------------------------------
|(BALLOT BOX WITH X) |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

OR

|                       |  |                                                                                         
|---------------------- |  | ----------------------------------------------------------------------------------------
|(BALLOT BOX WITHOUT X) |  | 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)

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

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

Registrants telephone number, including area code: (952) 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 20, 2002, 10,301,818 shares of Common Stock, no par value, were
outstanding. As of March 22, 2002, assuming as fair value the last sale price
of $0.63 per share on The Nasdaq Stock Market, the aggregate fair value of
shares held by non-affiliates was approximately $5,200,000.

Documents incorporated by reference:

The Companys Proxy Statement for its Annual Meeting of Shareholders to be held
in May 2002, a definitive copy of which will be filed with the Securities and
Exchange Commission within 120 days of December 31, 2001, is incorporated by
reference in Part III of this Report on Form 10-K.





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TABLE OF CONTENTS



|                                                  |                                                                                               |                                      |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------ |  |  |  |  |  | 
|PART I                                           
|                                                  | ITEM 1. BUSINESS                                                                             
|                                                  |                                                                                               | Executive Officers of the Registrant
|                                                  | 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                                       
|EX-10.1 Employment Agreement - David C. Prosser  
|EX-10.2 Employment Agreement - J. Fjelstad III   
|EX-10.3 Employment Agreement - A. LaTendresse    
|EX-10.8 Description - 2002 Profit Sharing Program
|EX-10.10.1 Description - Reinsurance Agreement   
|EX-10.12 Election Form for Reinsurance Agreement 
|EX-10.13 Workers' Compensation Quota Contract    
|EX-10.13.1 Workers' Compensation Confirmation    
|EX-10.14.3 Third Amendment to Credit Agreement   
|EX-10.14.4 Fourth Amendment to Credit Agreement  
|EX-11 Statement re: Computation of Loss Per Share
|EX-23 Consent of Ernst & Young LLP               
|EX-23.1 Consent of Deloitte & Touche LLP         



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TABLE OF CONTENTS

|         |  |                                                                                       |  |      |    | 
|-------- |  | ------------------------------------------------------------------------------------- |  | ---- | -- | 
|PART I   |  |                                                                                       |  | Page
|         |  |                                                                                       |  |     
|Item 1.  |  | Business                                                                              |  |      | 3  | 
|         |  | Executive Officers of the Registrant                                                  |  |      | 9  | 
|Item 2.  |  | Properties                                                                            |  |      | 10 | 
|Item 3.  |  | Legal Proceedings                                                                     |  |      | 10 | 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  |      | 10 | 
|PART II  |  |                                                                                       |  |      |    | 
|Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                 |  |      | 10 | 
|Item 6.  |  | Selected Financial Data                                                               |  |      | 11 | 
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations |  |      | 11 | 
|Item 7A  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |      | 25 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                           |  |      | 25 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  |      | 46 | 
|PART III |  |                                                                                       |  |      |    | 
|Item 10. |  | Directors and Executive Officers of the Registrant                                    |  |      | 47 | 
|Item 11. |  | Executive Compensation                                                                |  |      | 47 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  |      | 47 | 
|Item 13. |  | Certain Relationships and Related Transactions                                        |  |      | 47 | 
|PART IV  |  |                                                                                       |  |      |    | 
|Item 14. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  |      | 48 | 
|         |  | Signatures                                                                            |  |      | 50 | 

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PART I

THE INFORMATION SET FORTH BELOW AMENDS AND RESTATES IN ITS ENTIRETY THE
REGISTRANTS PREVIOUSLY FILED ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 2001.




ITEM 1. BUSINESS

Overview

RTW, Inc. (the Company) provides 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 Maine.
The Company announced that it would close its regional offices in Missouri and
Massachusetts in the fourth quarter of 2001. Beginning February 2002, the
Company began to non-renew all policies in its Missouri and Massachusetts
regions and will run off expiring policies in these regions through January
2003. The Company has also obtained licenses but is not operating in
Pennsylvania, Tennessee, Maryland, Arkansas, Iowa, Florida, New Jersey,
Georgia, North Carolina, Texas and Oklahoma. 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;                                
| | - |  | -----------------------------------------------------------------------------------
|
| |  |  | active training of customers in the Companys procedures;                          
|
| |  |  | prompt identification of potentially high-cost injuries; and                       
|
| |  |  | rapid intervention in, and intensive management of, potentially high-cost injuries.

The Company has developed two proprietary management systems: (i) the RTW
SOLUTION®, designed to lower employers workers compensation costs and return
injured employees to work as soon as possible, and (ii) the ID15® system,
designed to identify those injured employees who are likely to get stuck in the
workers compensation system. 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). The Company also uses
management techniques including designated health care providers, medical fee
schedule review, utilization review and peer review to control medical costs.

Industry

Workers compensation benefits are mandated and regulated individually by
each state, 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 to either: (a) purchase workers
compensation insurance from a private insurance carrier; (b) obtain coverage
from a state managed fund; or (c) 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 injury diagnosis and treatment as
well as rehabilitation, if necessary. On an industry-wide basis, indemnity
payments represent approximately 54% of benefits paid, while medical benefits
account for the remaining 46%.

Estimated insurance premiums totaled approximately $24.8 billion
nationwide in 1999. This $24.8 billion includes: (i) the traditional or
private residual market, estimated at $22.1 billion, including commercial
insurers and state-operated assigned risk pools established for high risk
employers, and (ii) state funds, estimated at $2.7 billion, operated in states
in order to increase competition and stabilize the market.

Indemnity payments, 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 for all
compensable medical costs, without any co-payment 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 traditional workers compensation insurance
companies are not as effective in controlling loss costs as RTW. While
traditional efforts, including focusing on workplace safety and implementing
certain medical cost containment measures, 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 the late 1990s as well as into 2000, traditional
insurance companies moved toward a more comprehensive management approach
including return-to-work initiatives. The Company believes that the
traditional insurers have been somewhat successful in these initiatives but
have not achieved the cost reductions and claim closure outcomes realized by
the Company.

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, medical care providers, and 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 injured 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 able, 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 other management techniques including
contracts with provider networks, 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 proprietary
management approach. Each operating team handles all of the claims for a
specific group of employers and is accountable within the Company for the loss
experience of these employers. 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 employer is assigned to an operating team
responsible for managing the relationship. Prior to accepting an employer,
members of an operating team conduct a risk assessment and explain the
Companys methods and procedures to the employer. The risk assessment forms a
part of the Companys underwriting process and includes evaluating 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.

Each operating team is responsible for implementing the workers
compensation program for the employer, training the employers personnel in the
Companys methods and procedures and managing all reported injuries for the
employer. The operating team meets with the employer, provides access to loss
reports showing current claims status, conducts an annual account review and
maintains active communication on open injuries. The Companys loss control
team or the operating team may make workplace safety recommendations or retain
a workplace safety-engineering firm to assist its employers to remedy work
conditions that the loss control team or 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 an employer that fails to comply with the Companys procedures.

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 of, and intervention in,
these cases can lead to significant cost savings. Within 48 hours of being
notified of an

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injury, an operating team evaluates several factors, including the type of
injury, the employees injury history and whether the employee is absent from
work, to determine whether the injury is likely to involve significant expense.
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 employees in cases
that involve 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
physicians to provide consulting services and assess 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 selecting appropriate medical care providers. In Colorado,
Missouri and Michigan (for the first ten days after the injury) the Company can
require that injured employees 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, including manufacturing,
retail, wholesale, health care and hospitality industries and employers with a
history of workers compensation claim costs higher than average in their
industry.

The Companys average annual premium per policy increased to $56,800 in
2001 from $40,500 in 2000 and $27,000 in 1999 due to focused aggressive
re-underwriting in 2001, 2000 and 1999. The Companys ten largest customers
accounted for $6.6 million or 7.8% of the Companys premiums in force in 2001
compared to $7.9 million or 7.9% of the Companys premiums in force in 2000 and
$6.5 million or 7.5% of the Companys premiums in force in 1999. No customer
accounted for more than 5% of in force premiums in 2001, 2000 or 1999. The
Company renewed 56.5% of the policies scheduled to expire in 2001 whereas 66.2%
and 65.8% were renewed in 2000 and 1999, respectively.

Currently, all of the Companys employers are in Minnesota, Wisconsin,
South Dakota, Colorado, Missouri, Illinois, Kansas, Michigan, Indiana,
Massachusetts, Connecticut, New Hampshire, Rhode Island and Maine. In

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December 2001, the Company announced that it would close its regional offices
in Missouri (covering Missouri, Illinois and Kansas) and Massachusetts
(covering Massachusetts, Connecticut, New Hampshire, Rhode Island and Maine).
Beginning February 2002, the Company began to non-renew all policies in its
Missouri and Massachusetts regions and will run off expiring policies in these
regions through January 2003. In addition to these states, the Company is also
currently licensed in Pennsylvania, Tennessee, Maryland, Arkansas, Iowa,
Florida, New Jersey, Georgia, North Carolina, Texas and Oklahoma. The Company
currently has no intention to expand operations beyond the present states in
which it is currently operating and expects to run off its employer base in its
Missouri and Massachusetts regions.

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 a premium based on the employers aggregate payroll. The Company assumes
responsibility for all the indemnity and medical costs associated with the
employers workers compensation injuries and works closely with the employer
in managing the employers entire workers compensation program.

The Company determines the premium to be charged an employer based on
several factors, including: (i) the expected dollar loss per $100 of payroll
for the employers industry, (ii) the employers experience modifier, a
measurement of the difference between the employer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 employer and on competitive market prices. An
employer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 employer 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 employer 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.
Agencies are paid a commission, which averaged 7.6% of the Companys gross
premiums earned in 2001 compared to 7.9% of the Companys gross premiums earned
in 2000 and 8.0% of gross premiums earned in 1999. The Companys ten highest
producing agencies accounted for $24.8 million or 29.7% of premiums in force in
2001 compared to $27.2 million or 27.3% of premiums in force in 2000 and $19.9
million or 22.8% of premiums in force in 1999. No agency accounted for more
than 6.4% of premiums in force in 2001 compared to 6.5% of premiums in force in
2000 and 4.0% of premiums in force in 1999. 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 purchases reinsurance to protect it from
potential losses in excess of the level management is willing to accept. The
Company purchases excess of loss reinsurance that limits its per-incident
exposure.

Under excess of loss policies, the Company pays the reinsurer 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 2001, 2000 and 1999, the Company selected per occurrence levels in
Minnesota under the WCRA of $330,000, $310,000 and $290,000, respectively. In
2002, the selected per occurrence level excess of loss coverage under the WCRA
is $350,000.

In 2001, 2000 and 1999, 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 policy in effect during 2001, 2000
and 1999 provided reinsurance from $300,000 per person per any one loss and up
to statutory limits per

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occurrence ultimate net loss. Coverage for 2002 through General
Reinsurance Corporation again provides excess of loss coverage from $300,000,
but coverage is capped at $20.0 million per occurrence ultimate net loss.

The excess of loss policy 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. 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 GE Reinsurance Corporation, rated A++
(Superior) 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 and 2001. This coverage was purchased to reduce risk
and volatility in the Companys operating performance. This contract was
terminated effective December 31, 2000; however the policy was effective in
2001 for policies in force at December 31, 2000 through expiration, not to
exceed fifteen months after the effective termination date. Policies written
or renewing in 2002 and 2001 will not be covered under this lower level excess
of loss reinsurance policy.

A.M. Best determines its 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.
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 the mid to late 1990s, the
Company experienced increased market pressure as new carriers, including large
insurance companies and single line workers compensation insurance companies,
entered the market. In 2001 and 2000, many insurers withdrew from the markets
in which we operate as premium rates were insufficient to cover the cost of
benefits paid.

Large insurance companies compete primarily with the Company for customers
that have lower past claims experience or lower experience modifiers. As a
result, the Company experiences 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.

Another 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 will make it difficult, in
certain instances, for the Company to provide its products to certain
employers. Historically, in these instances, the Company competed by writing
these employers using an A rated insurers paper. This process, known as
fronting, added additional cost for ACIC but allowed the Company access to
markets it may have otherwise not been able to access. The Company does not

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currently have a fronting arrangement in effect and believes that its
ability to find a fronting company may also be difficult in 2002.

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 and June 2000. In June 2001,
however, based on 2000 financial results, A.M. Best downgraded the Companys
rating to B+ and, based on further disappointing results in 2001, further
downgraded that rating to B- in February 2002. 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
or Unsecure 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).

Data Management

During the period 1997 to 2001, the Company contracted with various
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 204 full-time employees at December 31, 2001. Of the
Companys employees, approximately 101 work in the Companys administrative and
financial functions and 103 serve on, provide service to or manage
approximately 18 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.

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Executive Officers of the Registrant

The following are the executive officers of the Company at March 28, 2002:

|                          |  |     |    |          |  |                                                 
|------------------------- |  | --- | -- | -------- |  | ------------------------------------------------
|Name                      |  | Age |    | Position
|                          |  |     |    |         
|David C. Prosser          |  |     | 77 |          |  | Chairman of the Board                           
|J. Alexander Fjelstad III |  |     | 50 |          |  | President and Chief Executive Officer           
|Alfred L. LaTendresse     |  |     | 53 |          |  | Executive Vice President                        
|Jeffrey B. Murphy         |  |     | 40 |          |  | Chief Financial Officer, Treasurer and Secretary
|Patricia M. Sheveland     |  |     | 43 |          |  | Vice President  Case and Claims Management     
|Keith D. Krueger          |  |     | 43 |          |  | Vice President  Underwriting and Sales         
|Debora S. Allen           |  |     | 44 |          |  | Vice President  RTW Service Business           

David C. Prosser is the founder of the Company and current Chairman of the
Board since December 2001. Mr. Prosser was previously Chairman of the Board
through March 2000, served as President and Chief Executive Officer through
January 1998, and has been a Director of the Company since its formation in
1983. From 1965 through 1985, Mr. Prosser was the owner and President of
Vocational Personnel Services, Inc., which merged into the Company in 1986.

J. Alexander Fjelstad III rejoined the Company in December 2001 as
President and Chief Executive Officer and Director after serving as President
and Chief Executive Officer of Headwater Systems, a manufacturer of radio
frequency identification devices, from March 1999 through December 2001. Mr.
Fjelstad initially joined the Company in 1989 as a Vice President, served as
Chief Operating Officer beginning in 1993 and became Chief Operating Officer -
Marketing and Underwriting in October 1996 through his departure in 1998. Mr.
Fjelstad was a Director of the Company from 1989 to February 1999. He is a
member of the Chartered Property and Casualty Underwriters and the American
Institute for Property and Liability Underwriters.

Alfred L. LaTendresse rejoined the Company in December 2001 as Executive
Vice President and Director after serving as Chief Operations Officer and Chief
Financial Officer for Headwater Systems from June 1999 to December 2001. Mr.
LaTendresse initially joined the Company as Chief Financial Officer in 1990 and
became Secretary and Treasurer in October 1990. Mr. LaTendresse departed from
the Company in December 1998. Mr. LaTendresse served as a Director of the
Company from July 1993 until January 1995. Mr. LaTendresse is a member in the
American Institute of Certified Public Accountants and the Minnesota Society of
Certified Public Accountants.

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.

Patricia M. Sheveland was appointed to Vice President  Case and Claims
Management in January 2002. Ms. Sheveland joined RTW in April 1990 and has
held various management positions of increasing importance including General
Manager of Operations in our Colorado regional office and Director of
Operations for our Colorado, Michigan and Massachusetts regions. Prior to
joining RTW, Ms. Sheveland worked as an Occupational Nurse for Kmart
Corporation.

Keith D. Krueger joined the Company in September 1998 as the Director of
Underwriting and Pricing for the Companys Minnesota regional office. He was
promoted to director of Underwriting Services for the Companys Home Office in
October 1999 until being promoted to Vice President  Underwriting and Sales in
March 2002. Prior to joining the Company, Mr. Krueger was a Commercial Lines
Underwriting Manager for Citizens Security Mutual Insurance from June 1997 to
August 1998. From March 1995 to May 1997, Mr. Krueger was Vice President -
Underwriting and Marketing for American West Insurance.

Debora S. Allen was appointed to Vice President  RTW Service Business in
January 2002. Ms. Allen joined RTW in August 1997 and has held various
management positions including Chief Information Officer, Chief Operations
Officer, Director of Home Office Operations and Director of Service Business
Planning. Before joining RTW, Ms. Allen held several leadership positions with
MCC Behavioral Care and financial audit positions with Ernst & Young.

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ITEM 2. PROPERTIES

The following is a summary of properties leased by the Company at December 31, 2001:

|                                                                |  |                  |        |             |  |               
|--------------------------------------------------------------- |  | ---------------- | ------ | ----------- |  | --------------
|                                                                |  | Area leased      |        |            
|Location and description                                        |  | (in square feet) |        | Termination
|                                                                |  |                  |        |            
|Bloomington, Minnesota; Headquarters and
Minnesota office space |  |                  | 35,487 |             |  | September 2002
|Denver, Colorado; Colorado office space                         |  |                  | 7,825  |             |  | May 2005      
|St. Louis, Missouri; Missouri office space                      |  |                  | 6,542  |             |  | September 2005
|Detroit, Michigan; Michigan office space                        |  |                  | 11,008 |             |  | June 2002     
|Grand Rapids, Michigan; Michigan satellite office               |  |                  | 4,631  |             |  | April 2006    
|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

On December 11, 2001, the Company held its 2001 Annual Meeting of Shareholders
and voted to elect three directors to fill director terms that expired in 2001.
David R. Hubers and Steven M. Rothschild were elected to serve as directors of
the Company until the Annual Meeting of Shareholders held in the year 2004 and
David C. Prosser was elected to serve as a director of the Company until the
Annual Meeting of Shareholders in 2003. Shareholders present in person or
proxy at the annual meeting voted for the election of each director as follows:

|                     |  |           |  |  |           | 
|-------------------- |  | --------- |  |  | --------- | 
|David R. Hubers      |  | For:      |  |  | 6,563,989 | 
|                     |  | Withheld: |  |  | 823,015   | 
|Steven M. Rothschild |  | For:      |  |  | 6,563,089 | 
|                     |  | Withheld: |  |  | 823,915   | 
|David C. Prosser     |  | For:      |  |  | 7,253,150 | 
|                     |  | Withheld: |  |  | 133,254   | 

On December 12, 2001, Mr. Hubers and Mr. Rothschild resigned as directors
of the Company.




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. The
Company had approximately 2,000 shareholders of its common stock at the close
of trading on March 1, 2002.

|             |  |  |  |         |  |       |         |  |        |         |      |       |         |   |        |  |  |   |      | 
|------------ |  |  |  | ------- |  | ----- | ------- |  | ------ | ------- | ---- | ----- | ------- | - | ------ |  |  | - | ---- | 
|             |  |  |  |         |  | First |         |  | Second |         |      | Third |         |   | Fourth | 
|Fiscal Year: |  |  |  | Quarter |  |       | Quarter |  |        | Quarter |      |       | Quarter |  
|             |  |  |  |         |  |       |         |  |        |         |      |       |         |  
|2001         |  |  |  | High    |  | $     | 5.94    |  |        | $       | 2.64 |       |         | $ | 1.92   |  |  | $ | 5.62 | 
|             |  |  |  | Low     |  |       | 2.13    |  |        |         | 1.00 |       |         |   | 0.68   |  |  |   | 0.25 | 
|2000         |  |  |  | High    |  |       | 6.22    |  |        |         | 5.75 |       |         |   | 5.03   |  |  |   | 4.25 | 
|             |  |  |  | Low     |  |       | 4.75    |  |        |         | 3.25 |       |         |   | 2.88   |  |  |   | 3.22 | 

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

10



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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. Under the terms of its credit
agreement, the Company is prohibited from making dividend payments without
prior consent of the lender.




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, 2001, and the
consolidated balance sheet data at December 31, 2001 and 2000 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 the two years in the period ended
December 31, 1998, and the consolidated balance sheet data at December 31,
1999, 1998 and 1997, 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.

|                                |  |                                       |         |           |      |   |         |      |  |   |         |  |  |      |         |   |  |   |         |  
|------------------------------- |  | ------------------------------------- | ------- | --------- | ---- | - | ------- | ---- |  | - | ------- |  |  | ---- | ------- | - |  | - | ------- | -
|                                |  | 1997                                  |         |           | 1998 |   |         | 1999 |  |   | 2000    |  |  | 2001 |        
|                                |  |                                       |         |           |      |   |         |      |  |   |         |  |  |      |        
|                                |  | (In thousands, except per share data) |         | (Revised)
|Total revenues                  |  | $                                     | 88,263  |           |      | $ | 90,152  |      |  | $ | 77,812  |  |  | $    | 83,299  |   |  | $ | 95,723  |  
|Income (loss) from operations   |  |                                       | 9,446   |           |      |   | (10,485 | )    |  |   | 8,357   |  |  |      | (14,780 | ) |  |   | (15,761 | )
|Net income (loss)               |  |                                       | 5,799   |           |      |   | (7,081  | )    |  |   | 6,167   |  |  |      | (9,708  | ) |  |   | (25,215 | )
|Basic income (loss) per share   |  |                                       | 0.49    |           |      |   | (0.59   | )    |  |   | 0.50    |  |  |      | (0.89   | ) |  |   | (2.45   | )
|Diluted income (loss) per share |  |                                       | 0.48    |           |      |   | (0.59   | )    |  |   | 0.50    |  |  |      | (0.89   | ) |  |   | (2.45   | )
|Premiums in force at year end   |  |                                       | 78,400  |           |      |   | 82,100  |      |  |   | 87,200  |  |  |      | 99,400  |   |  |   | 83,700  |  
|Total assets                    |  |                                       | 142,997 |           |      |   | 172,934 |      |  |   | 176,511 |  |  |      | 194,535 |   |  |   | 218,307 |  
|Notes payable                   |  |                                       | 4,875   |           |      |   | 2,461   |      |  |   |        |  |  |      | 7,000   |   |  |   | 4,500   |  
|Total shareholders equity      |  |                                       | 58,357  |           |      |   | 52,618  |      |  |   | 55,565  |  |  |      | 38,736  |   |  |   | 14,222  |  






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

RTW, INC.
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 refer 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®, designed to lower employers workers compensation costs and return
injured employees to work as soon as possible, and (ii) the ID15® system,
designed to identify those injured employees who are likely to become
inappropriately dependent on the workers compensation system. We combine our
management system 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 2001, we operated in Minnesota, Wisconsin, South Dakota, Colorado,
Missouri, Illinois, Kansas, Michigan, Indiana, Massachusetts, Connecticut, New
Hampshire, Rhode Island and Maine. In the fourth quarter of 2001, we closed
our regional offices in Missouri (which served Missouri, Illinois and Kansas)
and Massachusetts (which served Massachusetts, Connecticut, New Hampshire,
Rhode Island and Maine). Collectively, these offices had premiums in force
totaling $22.2 million at December 31, 2001. We expect to run off this
business in 2002.

On February 28, 2002, our A.M. Best financial rating was downgraded from a
Secure rating (B+) to an Unsecure rating (B-) as a result of the decrease in
statutory surplus in 2001 from $29.3 million at December 31, 2000 to $19.5
million at December 31, 2001 and our adverse development in 2001 and 2000 that
resulted in statutory operating losses in those years. Certain insurance
carriers that write umbrella policies will not provide coverage to

11



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an employer if a portion of the employers underlying insurance policy,
such as the workers compensation portion, is written by a carrier with an
unsecure rating. Additionally, certain of our independent agents may be
unwilling to sell our insurance as a result of the downgrade. As a result, we
believe that our B- rating from A.M. Best will make it difficult to provide our
products to certain employers. While we believe that the A.M. Best downgrade
will result in decreasing premiums in force, the ultimate effect of this
downgrade is unknown at this time.

Additional information about RTW is available on our website,
www.rtwi.com.

Significant Accounting Policies Our significant accounting policies are
summarized in Note 1  Summary of Significant Accounting Policies to our
accompanying consolidated financial statements. Our significant accounting
policies include those policies related to our accounting for: (i) premiums
earned; (ii) unpaid claim and claim settlement expenses, including reserves for
incurred but not reported claims; (iii) policy acquisition costs; and (iv)
investments. These accounting policies are further discussed in detail within
each section of this Managements Discussion and Analysis of Financial
Condition and Results of Operations.

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 at December 31, 2001.

The following table provides an overview of our key operating results (000s, except per share amounts):

|                                    |  |                         |         |   |      |   |        |      |  |   |        | 
|----------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | 
|                                    |  | Year
Ended December 31, |        
|                                    |  |                         |        
|                                    |  | 2001                    |         |   | 2000 |   |        | 1999 | 
|                                    |  |                         |         |   |      |   |        |      | 
|                                    |  | (Revised)               |         |   |      |   |        |      |  |   |       
|Gross premiums earned               |  | $                       | 97,420  |   |      | $ | 95,878 |      |  | $ | 89,226 | 
|Premiums earned                     |  |                         | 86,057  |   |      |   | 78,154 |      |  |   | 71,218 | 
|Claim and claim settlement expenses |  |                         | 80,103  |   |      |   | 72,429 |      |  |   | 43,323 | 
|Net (loss) income                   |  |                         | (25,215 | ) |      |   | (9,708 | )    |  |   | 6,167  | 
|Diluted net (loss) income per share |  |                         | (245    | ) |      |   | (0.89  | )    |  |   | 0.50   | 

RTW reported an increase in gross premiums earned to $97.4 million in 2001
from $95.9 million in 2000. Total revenues increased in 2001 to $95.7 million
from $83.3 million in 2000 due to a decrease in amounts ceded to our $25,000 to
$300,000 excess of loss reinsurance policy that ran off in 2001.

We reported a net loss of $25.2 million in 2001 compared to a net loss of
$9.7 million in 2000 and net income of $6.2 million in 1999. We reported basic
and diluted net loss per share of $2.45 in 2001 compared to basic and diluted
net loss per share of $0.89 in 2000 and basic and diluted net income per share
of $0.50 in 1999. The primary factors affecting our 2001 operating results
included the following:



| |  |  | Our gross premiums earned increased slightly in 2001 from 2000, due
primarily to a 4.7% increase in average premiums in force to $95.2
million for 2001 from $90.9 million in 2000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Premiums earned increased in 2001 from 2000. Premiums earned were
significantly reduced by premiums ceded under an excess of loss
reinsurance agreement, effective for claims occurring on or after July
1, 1998, that was in runoff in 2001. Premiums ceded in 2001 include
$7.3 million in premiums ceded under the excess of loss reinsurance
agreement, compared to $13.4 million and $13.3 million of excess of loss
premiums ceded in 2000 and 1999, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Claim and claim settlement expenses increased to 93.1% of premiums
earned for 2001 from 92.7% for 2000. See further discussion under
Claim and Claim Settlement Expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | As disclosed in Note 2, Revision of Financial Statements, in our
accompanying consolidated financial statements, we have revised the
accounting for our contract with St. Paul Re (SPR). We had previously
accounted for the contract using reinsurance accounting standards and
have revised our accompanying consolidated financial statements to
reflect the application of deposit accounting on the SPR contract.
Deposit accounting for this contract required us to record margin
expense at 4.75% of premiums ceded to SPR and interest income on the
fund balance at an amount equal to the quarter-end U.S. Treasury Bill
rate less 25 basis points. The change in accounting decreased premiums
ceded and increased investment income, claim and claim settlement
expenses, policy acquisition costs and general and administrative
expenses. The revised accounting increased the 2001 net loss by $1.5
million, and

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| |  |  | At December 31, 2001, we established a $14.5 million valuation
allowance against deferred tax assets resulting in a corresponding
increase in income tax expense. No valuation allowance was provided
against the deferred tax assets recorded in 2000 or 1999.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We expect 2002 premiums in force to decrease significantly from levels in
2001 as a result of the downgrade in our A.M. Best rating and the closure of
our regional offices in Missouri and Massachusetts. We also anticipate that we
will operate in an environment of continuing premium rate increases in our
markets in 2002. We will focus on achieving profitability in all our remaining
regional markets by: (i) aggressively managing and closing
claims, (ii) improving our underwriting, including reviewing policy profitability at renewal
and removing unprofitable accounts, and (iii) aggressively managing policy
acquisition costs and general and administrative expenses.

In the following pages, we take a look at the 2001, 2000 and 1999
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,
net realized investment gains (losses) and other income. The following table
summarizes the components of our revenues and premiums in force (000s):

|                                        |                            |                                        |                |        |                         |        |         |        |      |        |         |        |    |        | 
|--------------------------------------- | -------------------------- | -------------------------------------- | -------------- | ------ | ----------------------- | ------ | ------- | ------ | ---- | ------ | ------- | ------ | -- | ------ | 
|                                        |                            |                                        |                |        | Year
Ended December 31, |       
|                                        |                            |                                        |                |        |                         |       
|                                        |                            |                                        |                |        | 2001                    |        |         | 2000   |      |        | 1999    |       
|                                        |                            |                                        |                |        |                         |        |         |        |      |        |         |       
|                                        |                            |                                        |                |        | (Revised)               |        |         |        |      |        |         |        |    |       
|Gross premiums earned                   |                            | $                                      | 97,420         |        |                         | $      | 95,878  |        |      | $      | 89,226  |       
|Premiums ceded                          |                            |                                        | (11,363        | )      |                         |        | (17,724 | )      |      |        | (18,008 | )     
|                                        |                            |                                        |                |        |                         |        |         |        |     
|                                        | Premiums earned            |                                        |                | 86,057 |                         |        |         | 78,154 |      |        |         | 71,218 |   
|Investment income                       |                            |                                        | 6,415          |        |                         |        | 5,752   |        |      |        | 6,510   |       
|Net realized investment gains (losses): |                            |                                        |                |        |                         |        |         |        |      |        |         |       
|                                        | Realized investment gains  |                                        |                | 1,225  |                         |        |         | 26     |      |        |         | 108    |   
|                                        | Realized investment losses |                                        |                | (62    | )                       |        |         | (633   | )    |        |         | (24    | ) 
|                                        |                            |                                        |                |        |                         |        |         |        |     
|                                        |                            | Net realized investment gains (losses) |                |        | 1,163                   |        |         |        | (607 | )      |         |        | 84 |       
|Other income                            |                            |                                        | 2,088          |        |                         |        |        |        |      |        |        |       
|                                        |                            |                                        |                |        |                         |        |         |        |     
|                                        |                            |                                        | Total revenues |        | $                       | 95,723 |         |        | $    | 83,299 |         |        | $  | 77,812 | 
|                                        |                            |                                        |                |        |                         |        |         |        |     

|                                                 |                         |      |                         |        |      |   |        |        |  |   |        |        | 
|------------------------------------------------ | ----------------------- | ---- | ----------------------- | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                                                 |                         |      | Year
Ended December 31, |       
|                                                 |                         |      |                         |       
|Premiums in force by regional office at year-end |                         | 2001 |                         |        | 2000 |   |        | 1999   | 
|                                                 |                         |      |                         |        |      |   |        |        | 
|Minnesota                                        |                         | $    | 26,700                  |        |      | $ | 33,800 |        |  | $ | 31,500 |       
|Colorado                                         |                         |      | 13,100                  |        |      |   | 16,000 |        |  |   | 14,000 |       
|Missouri                                         |                         |      | 10,300                  |        |      |   | 13,400 |        |  |   | 15,000 |       
|Michigan                                         |                         |      | 21,700                  |        |      |   | 18,600 |        |  |   | 11,500 |       
|Massachusetts                                    |                         |      | 11,900                  |        |      |   | 17,600 |        |  |   | 15,200 |       
|                                                 |                         |      |                         |        |      |   |        |        | 
|                                                 | Total premiums in force |      | $                       | 83,700 |      |   | $      | 99,400 |  |   | $      | 87,200 | 
|                                                 |                         |      |                         |        |      |   |        |        | 

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 its 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 and the policyholders premium 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 decreased 15.8% to $83.7 million at December 31,
2001 from $99.4 million at December 31, 2000 due to an $18.8 million decrease
in premiums in force in our Minnesota, Colorado, Missouri and Massachusetts
markets offset by a $3.1 million increase in premiums in force in our Michigan
market. Average

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premiums in force increased 4.7% to $95.2 million in 2001 from $90.9
million in 2000. We aggressively targeted policies that did not meet our
underwriting profit margin standards for non-renewal or re-underwriting at
increased rates at policy expiration in 2001, 2000 and 1999.

Our gross premiums earned increased 1.6% to $97.4 million in 2001 from
$95.9 million in 2000. This increase resulted from the increase in average
premiums in force offset by a decrease in final audit premiums earned to $1.8
million in 2001 from $5.5 million in 2000.

Gross premiums earned increased 7.5% to $95.9 million in 2000 from $89.2
million in 1999. This increase resulted from the increase in premiums in
force and an increase in final audit premiums earned to $5.5 million in 2000
from $4.7 million in 1999.

Premium rates on renewal policies stabilized in the latter half of 1999
and we realized only slight pricing decreases. In 2001 and 2000, we were able
to increase premium rates on renewing policies an average of 18.5% and 11.7%,
respectively. We have been, and expect to continue to, increase rates in our
markets due to the following:



| |  |  | Many workers compensation insurers withdrew from the markets in
which we write premiums due to the historical declines in premium rates
in those markets;                                                                                                                                                                                                                                                                                                                                  
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Reinsurance rates for workers compensation insurers have increased
throughout the industry due to settlements related to Unicover
reinsurance treaties, resulting in increased costs for workers
compensation insurers. Reinsurance rates continue to increase and the
availability of statutory coverage is limited as a result of the
terrorist acts against the United States on September 11, 2001.
Insurers, including RTW, have raised premium rates in reaction to these
costs; and
|
| |  |  | A number of workers compensation insurers financial ratings,
including our own, have decreased due to reserve adjustments recorded in
2001, 2000 and 1999, reducing their ability to compete.                                                                                                                                                                                                                                                                                              

Premiums Ceded:Reinsurance agreements allow us to share certain risks with
other insurance companies. We purchase reinsurance to protect us from
potential losses in excess of the level we are willing to accept. Our primary
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 our reinsurers that would
result in uncollectible reinsurance balances.

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
of 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 $330,000, $310,000 and $290,000 per occurrence during 2001, 2000 and
1999, respectively, to the WCRA. In our non-Minnesota states, our per-incident
exposure was $300,000 in 2001, 2000 and 1999. We purchased this non-Minnesota
coverage from a single reinsurer. In 2002, the non-Minnesota coverage is
capped at $20.0 million per occurrence, no longer includes statutory limit
coverage and further excludes claims resulting from acts of terrorism.

For claims occurring after June 30, 1998 through policy termination on
December 31, 2000, and on a runoff basis into 2001, we further limited our per
incident exposure by purchasing excess of loss coverage for losses from $25,000
to the lesser of $300,000 or 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 $400,000 of the deferred gain as a reduction of claim and claim
settlement expenses in each of 2001 and 2000 and $740,000 in 1999 resulting in
an un-amortized deferred gain of $449,000 at December 31, 2001. 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. This contract was terminated effective December 31,
2000, however the policy remained in effect in 2001 for policies in force at
December 31, 2000 through expiration, not to exceed fifteen months after the
effective termination date. Policies written or renewing after December 31,
2000 are not covered under this lower-level excess of loss reinsurance policy.

14



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##### Table of Contents



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

|                                     |                                                      |                |   |                         |         |   |      |         |         |      |   |         |         |  
|------------------------------------ | ---------------------------------------------------- | -------------- | - | ----------------------- | ------- | - | ---- | ------- | ------- | ---- | - | ------- | ------- | -
|                                     |                                                      |                |   | Year
Ended December 31, |        
|                                     |                                                      |                |   |                         |        
|                                     |                                                      |                |   | 2001                    |         |   | 2000 |         |         | 1999 |  
|                                     |                                                      |                |   |                         |         |   |      |         |         |      |  
|                                     |                                                      |                |   | (Revised)               |         |   |      |         |         |      |   |         |        
|Excess of loss reinsurance premiums: |                                                      |                |   |                         |         |   |      |         |         |      |   |        
|                                     | $25,000 to $300,000 excess of loss policy            |                | $ | (7,297                  | )       |   | $    | (13,442 | )       |      | $ | (13,290 | )      
|                                     | WCRA and other non-Minnesota excess of loss policies |                |   | (4,066                  | )       |   |      | (4,282  | )       |      |   | (4,718  | )      
|                                     |                                                      |                |   |                         |         |   |      |         |        
|                                     |                                                      | Premiums ceded |   | $                       | (11,363 | ) |      | $       | (17,724 | )    |   | $       | (18,008 | )
|                                     |                                                      |                |   |                         |         |   |      |         |        

Premiums ceded to reinsurers decreased to $11.4 million in 2001 from $17.7
million in 2000. The decrease in premiums ceded resulted primarily from the
run-off of premiums ceded under our $25,000 to $300,000 excess of loss
reinsurance policy.

Premiums ceded to reinsurers decreased to $17.7 million in 2000 from $18.0
million in 1999. This decreased cost resulted from an excess of loss premium
rate decrease in Minnesota in 2000 compared to 1999. This cost decrease was
partially offset by increased excess of loss costs resulting from increased
premiums earned in non-Minnesota states.

2002 Outlook: The 2002 outlook for gross premiums earned and premiums ceded
include the following factors:



| |  |  | We expect that: (i) the downgrade in our rating to B- from A.M.
Best; (ii) closure of our regional offices in Massachusetts and
Missouri, and (iii) policies targeted for non-renewal or re-underwriting
during 2002 will result in a significant decrease in premiums in force
in 2002. Premium rate increases on new and renewing policies will
partially offset these decreases. We expect that renewal premium rates
will continue to increase in 2002; however, the ultimate increase is
unknown at this time. Overall, we expect premiums in force and gross
premiums earned to decrease significantly in 2002.                                                                                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We expect that premiums ceded under excess of loss policies will
decrease as a percent of gross premiums earned when compared to the
results attained for 2001 as we will cede no premiums under our
terminated $25,000 to $300,000 reinsurance agreement in 2002. This
decrease will be partially offset by an increase in premiums ceded in
our non-Minnesota markets as our excess of loss reinsurance rate in
these markets increased significantly in 2002 as a result of the
September 11, 2001 terrorist acts against the United States. Excess of
loss reinsurance rates as a percent of premium will decrease in 2002 in
Minnesota as a result of the premium rate increases we expect to realize
in 2002 and realized in 2001.

Investment Income and Net Realized Investment Gains (Losses):Our investment
income includes earnings on our investment portfolio and interest on our
deposit receivable. Our net realized investment gains (losses), displayed
separately on our accompanying Consolidated Statements of Operations, include
gains and losses from sales of securities. In 2000 and through January 2001,
we invested entirely in U.S. domiciled investment-grade taxable and tax-exempt
fixed maturity investments. In February 2001, we repositioned our portfolio and
sold our tax-exempt securities, purchasing taxable securities to take advantage
of our net operating loss carry-forward generated in 2000 and to maximize the
after-tax yield of our investment portfolio. We currently invest entirely in
U.S. domiciled investment-grade taxable 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 them before maturity in response to tax
planning considerations, changes in interest rates, changes in prepayment risk
and changes in 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 increased slightly to $6.4 million in 2001 from $5.8
million in 2000. Investment income increased slightly as a result of
repositioning our portfolio entirely into taxable securities that earn a
higher pre-tax rate of return offset by a reduction in the funds available for
investment to $89.2 million at December 31, 2001 from $96.8 million at
December 31, 2000 and from recording $518,000 of interest earned on our
deposit receivable. Funds available for investment decreased 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 6.1% in 2001 compared
to 6.6% in 2000. The investment yields realized in future periods will be
affected by yields attained on new investments.

15



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Investment income decreased 11.6% to $5.8 million in 2000 from $6.5
million in 1999. Investment income decreased due to: (i) reduced funds
available for investment, and (ii) an increase in the percent of tax-exempt
securities held in our portfolio. Funds available for investment decreased to
$96.8 million at December 31, 2000 from $108.1 million at December 31, 1999,
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-exempt securities, which earn lower pre-tax rates
than taxable securities but are comparable on a tax-adjusted basis, increased
to 57.5% of our investment portfolio at year-end 2000 compared to 56.3% at
year-end 1999. Tax-adjusted investment yields were 6.6% in 2000 and 1999.

Net realized investment gains were $1.2 million in 2001 and resulted
primarily from our portfolio repositioning in February 2001. Net realized
investment losses were $607,000 in 2000 and included $500,000 for the
write-down of a security whose decrease in value was deemed other than
temporary. Net realized investment gains were $84,000 in 1999.

2002 Outlook: Barring significant changes in interest rates or operational
cash flows, we expect the 2002 pre-tax yield from our investment portfolio to
be affected by the following:



| |  |  | Funds from our operating cash flows and investment cash flows have
historically provided growth in our investment portfolio. These net
cash flows decreased significantly in 2000 and 1999 as we focused on
closing old claims, paying earlier to close those claims. Combined with
relatively flat premiums in force since December 1998, our cash flows
from timing on claims payments have decreased. Cash flows will be
adversely affected by: (i) premiums ceded under our St. Paul Re
contract, and (ii) decreases in cash flows resulting from claim payments
on claims from 2002 and prior years as we reduce our 2002 premiums in
force and premiums earned in 2002 and result in the use of cash in 2002.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In February 2002, we again repositioned our portfolio to realize
investment gains. We recognized gains totaling $1.1 million as a result
of this repositioning. Further recognition of realized gains and losses
will depend on sales of our investments, if any, to meet our short-term
cash requirements or as we replace securities to manage our portfolio
returns; and                                                                                                                                                                                                                                                                                                                                        
|
| |  |  | New and renegotiated reinsurance treaties may reduce our future cash
flow and future investment income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Other Income:We recorded and received a refund totaling $2.1 million from the
WCRA in 2001. The WCRA periodically reviews its surplus position and refunds
excess surplus to its members. This refund represents our share of the excess
surplus of the WCRA at December 31, 2000.

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 benefits 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 accompanying 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 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 increased to $80.1 million in 2001
from $72.4 million in 2000. As a percent of premiums earned, claim and claim
settlement expenses increased to 93.1% in 2001 from 92.7% in 2000. These
changes are due to the following:



| |  |  | The 2001 results include a $7.7 million increase in prior years
reserves for unpaid claim and claim settlement expenses compared to the
2000 results which include a $15.9 million increase in prior years
reserves for unpaid claim and claim settlement expenses. Our estimate
for unpaid claim and claim settlement expenses increased in 2001 due to
the following: (i) we increased the estimated liability for second
injury funds and our mandatory participation in state and national
assigned risk pool operating
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents





| |   |  | results for states in which we operate, (ii) our estimate of the liability
for unpaid claim and claim settlement expenses is difficult and volatile
due to our relatively limited historical claim data and small claim
population, and (iii) we increased the estimated liability for claims in
our closed Missouri and Massachusetts regions.                                                                                                                                                                                                                                      
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We recorded estimates of ceded paid and unpaid claim and claim
settlement expenses under our $25,000 to $300,000 excess of loss
reinsurance agreement totaling $15.2 million in 2001 including $400,000
amortized from a deferred retrospective reinsurance gain resulting in a
corresponding reduction in 2001 claim and claim settlement expenses.
These amounts compare to our 2000 results which include an estimate of
ceded paid and unpaid claim and claim settlement expenses totaling $21.8
million and $400,000 amortized from the deferred retrospective
reinsurance gain.
|
| |  |  | We increased renewal premium rates an average of 18.5% in 2001 and
11.7% in 2000 compared to premium rates for the same periods in 2000 and
1999, respectively, reversing a trend of continued rate declines during
years prior to 2000; and                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | Claim costs continued to increase in 2001, 2000 and 1999 due to
increasing medical and indemnity costs. These increases were offset
somewhat by the effects of provider agreements that we negotiated during
1998.                                                                                                                                                                                                                                                                                                                                                                   

Claim and claim settlement expenses increased to $72.4 million in 2000
from $43.3 million in 1999. As a percent of premiums earned, claim and claim
settlement expenses increased to 92.7% in 2000 from 60.8% in 1999. These
changes are due to the following:



| |  |  | We recorded estimates of ceded paid and unpaid claim and claim
settlement expenses under our $25,000 to $300,000 excess of loss
reinsurance agreement totaling $21.8 million in 2000 including $400,000
amortized from a deferred retrospective reinsurance gain resulting in a
corresponding reduction in 2000 claim and claim settlement expenses.
These amounts compared to our 1999 results which include an estimate of
ceded paid and unpaid claim and claim settlement expenses totaling $22.0
million and $740,000 amortized from the deferred retrospective
reinsurance gain;                                                                                                                                                                           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The 2000 results include a $15.9 million increase in prior years
reserves for unpaid claim and claim settlement expenses to reflect
unfavorable development of prior period claims compared to the 1999
results which include an $8.1 million decrease in prior years reserves
for unpaid claim and claim settlement expenses reflecting favorable
development of prior period claims. Our year-end actuarial review of
loss reserves in 2000 indicated an increase in the cost incurred or
developing in connection with older claims, particularly in Minnesota
where we have been writing policies since 1992. Given this indication,
we adjusted our actuarial assumptions to reflect this change in loss
experience resulting in the increase in reserves;
|
| |  |  | We increased renewal premium rates an average of 11.7% in 2000,
reversing a trend of continued rate declines in 1999 and prior years;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  |  | Claim costs continued to increase in 2000 compared to 1999 due to
increasing medical and indemnity costs. This was offset somewhat by the
effects of provider agreements that we negotiated during 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

2002 Outlook:We expect that claim and claim settlement expenses will be
affected by the following factors:



| |  |  | 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 that affect benefits payable under workers
compensation laws;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Increased premium rates will result in increasing premiums earned
without a corresponding increase in claim and claim settlement expenses,
ultimately decreasing claim and claim settlement expense as a percent of
premium earned. Changes in premium rates due to legislative changes in
estimated loss costs, increased competition and improving customer loss
experience may offset rate improvements; and                                                                                                  
|
| |  |  | Continued application of our claims management technology and methods
to all open claims.                                                                                                                                                                                                                                                                                                                                                                                                                        

The ultimate result of the above factors on 2002 claim and claim settlement
expenses as a percent of premiums earned is unknown at this time.

17



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##### Table of Contents



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 less ceding commissions from our reinsurers. Ceding
commissions are amounts that reinsurers pay to us for placing reinsurance with
them. Under our 1992 to 1994 quota share reinsurance agreement, the 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, |       
|                                                                                                                          |                          |   |                         |       
|                                                                                                                          |                          |   | 2001                    |        |  | 2000 |       |        | 1999 |  
|                                                                                                                          |                          |   |                         |        |  |      |       |        |      |  
|                                                                                                                          |                          |   | (Revised)               |        |  |      |       |        |      |   |       |       
|Commission expense                                                                                                        |                          | $ | 7,378                   |        |  | $    | 7,537 |        |      | $ | 7,145 |       
|Premium tax expense                                                                                                       |                          |   | 1,888                   |        |  |      | 1,933 |        |      |   | 1,798 |       
|Other policy acquisition costs                                                                                            |                          |   | 4,463                   |        |  |      | 4,207 |        |      |   | 4,847 |       
|Ceding commissions resulting from adjustments to claim and
claim settlement estimates for our 1992 to 1994 accident years |                          |   | 261                     |        |  |      | 460   |        |      |   | 321   |       
|                                                                                                                          |                          |   |                         |        |  |      |       |        |     
|                                                                                                                          | Policy acquisition costs |   | $                       | 13,990 |  |      | $     | 14,137 |      |   | $     | 14,111 | 
|                                                                                                                          |                          |   |                         |        |  |      |       |        |     

Policy acquisition costs decreased slightly to $14.0 million in 2001 from
$14.1 million in 2000 and 1999. As a percent of gross premiums earned, policy
acquisition costs decreased to 14.4% in 2001 compared to 14.7% in 2000 and
15.8% for 1999. The decrease in 2001 reflects the following:



| |  |  | Commission expense decreased to 7.6% of gross premiums earned in 2001
from 7.9% in 2000 and 8.0% in 1999. The decreased commission
percentages in 2001 and 2000 are the result of: (i) a focus on reducing
commissions paid on new business in our non-Minnesota states and (ii)
increased renewal premiums on which we pay lower commission rates in all
our states. Historically, as we entered new markets, we introduced
higher commission rates to attract business from established agents.
These rates continued through early 1999, but were reduced in 2001 and
2000. We believe the commission rates we pay are marketplace
competitive in all our markets;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Premium tax expense decreased slightly to 1.9% of gross premiums
earned in 2001 from 2.0% of gross premiums earned in 2000 and 1999;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | Other policy acquisition costs increased slightly to 4.6% of gross
premiums earned in 2001 from 4.4% in 2000 and decreased when compared
to 5.4% in 1999. Other policy acquisition costs decreased in 2001 and
2000 from levels in 1999 as we focused on improving our underwriting
organizational structure resulting in; (i) decreased personnel and
overhead costs, and (ii) decreased spending on marketing programs; and                                                                                                                                                                                                                                        
|
| |  |  | We incurred ceding commission expense resulting from adjustments to
claim and claim settlement expense estimates for 1992 to 1994 totaling
$260,000 in 2001, $460,000 in 2000 and $321,000 in 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

2002 Outlook:We expect that policy acquisition costs will remain consistent
as a percent of gross premiums earned in 2002 as all components of acquisition
costs are expected to be stable as compared to 2001.

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 $17.4 million in 2001
from $11.5 million in 2000 and $12.0 million in 1999. As a percent of gross
premiums earned, general and administrative expenses increased to 17.9% in 2001
from 12.0% in 2000 and 13.5% in 1999. General and administrative expenses for
2001 include: (i) $2.0 million in margin expenses related to our St. Paul Re
contract, (ii) $2.0 million in restructuring charges related to closing our
regional offices in Missouri and Massachusetts and closing satellite offices in
Brainerd, Minnesota and Overland Park, Kansas; (iii) assessments by state
Insurance Guarantee Associations (IGA) totaling $1.1 million in 2001 compared
to $236,000 in 2000 and $17,000 in 1999; and (iv) one-time business
repositioning costs totaling $470,000 in 2001 and corporate oversight costs
related to the efforts of the majority shareholders in seeking a buyer for
their shares totaling $1.3 million in 1999. After adjusting for these items,
general and administrative expenses increased as a percent of gross premiums
earned to 12.1% in 2001 from 11.8% in 2000 and 12.0% in 1999. These decreases
reflect:

18



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##### Table of Contents





| |  |  | General and administrative expenses continue to improve as a percent
of premiums earned, after adjusting for restructuring charges, IGA
assessments 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, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A reorganization effected in the fourth quarter of 1999 resulted in a
net reduction of thirty-three positions. This reorganization reduced
costs and centralized and strengthened certain processes late in 1999
and throughout 2000 and 2001.                                                                                                                                                     

2002 Outlook:We expect that general and administrative expenses will be affected by the following:



| |  |  | We will aggressively manage all operating costs and expenses in 2002;                                                                                                                                                                               
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We have no plans to open additional state offices in 2002 and expect
to reduce overhead costs as a result of our office closures in 2001; and                                                                                                       
|
| |  |  | We expect to realize additional operational efficiency during 2002
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 Term Loan in 2001 and
2000 and on our Senior Notes in 1999.

We paid interest at rates ranging from 6.50% to 8.83% on the outstanding
balance of our Term Loan in 2001 compared to 8.68% to 9.34% in 2000. Interest
expense decreased to $511,000 in 2001 from $667,000 in 2000 as a result of the
change in the interest rate and $2.5 million in principal payments on the note
in 2001.

We paid interest at rates ranging from 8.68% to 9.34% on the outstanding
balance of our Term Loan in 2000 compared to 9.50% on the outstanding balance
of our Senior Notes during 1999. Interest expense increased to $667,000 in
2000 from $266,000 in 1999 as we increased our notes payable by financing the
repurchase of shares from a group headed by our majority shareholder and
Chairman, David C. Prosser through an $8.0 million Term Loan and a $2.0 million
Revolving Credit Facility with a bank. The Senior Notes were paid in full in
December 1999. No amounts were outstanding under the Revolving Credit Facility
in 2000 and the Credit Facility was terminated in 2001.

2002 Outlook:We expect to incur interest charges in 2002 on the outstanding
balance of the Term Loan totaling approximately $170,000, decreasing from
$511,000 in 2001 as a result of principal payments of $2.5 million in 2001,
$1.0 million in February 2002 and an additional $1.3 million through the
remainder of 2002 and a decrease in the interest rate to under 5.00%.

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.

In assessing the realizability of deferred tax assets, we consider whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. We consider recent operating results, the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. At December 31, 2001, we
established a $14.5 million valuation allowance against deferred tax assets
resulting in a corresponding increase in income tax expense. We expect the
remaining deferred tax assets, net of the valuation allowance, at December 31,
2001 to be realized as a result of the reversal of existing taxable temporary
differences in the future. No valuation allowance was provided against the
deferred tax assets recorded in 2000 or 1999.

Income tax expense of $8.9 million in 2001 included the $14.5 million
valuation allowance adjustment. After excluding the effects of the valuation
allowance, the income tax benefit was $5.6 million in 2001 compared to a
benefit of $5.7 million in 2000 and an expense of $1.9 million in 1999. As a
percent of (loss) income before income taxes, the income tax (benefit) expense
before valuation allowance was 34.7% of the loss before income taxes in

19



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##### Table of Contents



2001 compared to 37.2% of the loss before income taxes in 2000 and 23.8%
of income before income taxes in 1999. The income tax benefit percentages in
2001 and 2000 have been affected by: (i) our loss from operations, (ii)
establishing a deferred tax valuation allowance, (iii) increased taxable net
income from the service organization (RTW) which is subject to both federal and
state income taxes, and (iv) changes in tax-exempt municipal income.

2002 Outlook:Income tax expense will vary based on: (i) the income from
operations we recognize for 2002, and (ii) the changes in our analysis of the
valuation allowance necessary during 2002. The ultimate change is unknown at
this time.

INVESTMENTS

Our portfolio of fixed maturity securities at December 31, 2001 included
mortgage-backed securities (50.6%), U.S. government securities (29.5%),
corporate securities (19.2%), and asset-backed securities (0.6%). Our
portfolio is managed by an independent investment manager to maximize our
after-tax investment income without taking inappropriate credit risk. In
February 2001, we repositioned our portfolio by selling our tax-exempt
securities and repurchasing taxable fixed maturity investments to increase our
after-tax yield. We recognized gains totaling $1.1 million as a result of this
repositioning. In February 2002, we sold select securities within the
portfolio and realized an additional investment gain totaling $1.1 million to
increase our statutory surplus. 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 from 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. Prior to
1999, we 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
2000 and 1999 as we focused on closing old claims, paying earlier to close
those 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. Our investment
portfolio decreased $7.6 million to $89.2 million at December 31, 2001, from
$96.8 million at December 31, 2000, as a result of these factors. We expect
positive quarterly cash flow from our $25,000 to $300,000 excess of loss
reinsurance agreement in 2002 as we are reimbursed for loss payments to
claimants under the policy. This increase in cash flow will be more than
offset by: (i) premiums ceded under our St. Paul Re contract and (ii)
decreases in cash flows as our 2002 premiums in force and premiums earned
decrease and result in the use of cash in 2002.

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 classifying our securities
as available-for-sale, and thus carrying them at fair value, we expect to
encounter adjustments in shareholders equity as market interest rates and
other factors change. In 2000, we recorded a $500,000 cost basis reduction of
a security held in our portfolio as we deemed its decline in fair value to be
other than temporary in nature. This security was sold in January 2002 and its
adjusted cost was used to determine the gain realized in 2002. Prevailing
market interest rates decreased in 2001 and 2000 resulting in a $1.4 million
unrealized gain on investments in 2001 compared to a $309,000 unrealized gain
in 2000.

UNPAID CLAIM AND CLAIM SETTLEMENT EXPENSES

Our unpaid claim and claim settlement expenses represent reserves established
for the estimated total unpaid cost of claim and claim settlement expenses,
which cover events that occurred in 2001 and prior years. The reserves are
primarily undiscounted; however, we discounted reserves for selected claims
that have fixed and determinable future payments at 5.0% in 2001 and 8.0% in
2000. The decrease in the discount rate in 2001 is the result of the general
decrease in market interest rates and we use the same rates for determining our
statutory liability. 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.

20



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##### Table of Contents



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 materially
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 6 in
the accompanying 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, | 
|                                                        |                                                                           |             
|                                                        |                                                                           |              |                 |  |                         |  |   |         | 2001   |         |   | 2000    |        |         | 1999 |       
|                                                        |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |        |         |      |       
|Gross Reserves for Claim and Claim Settlement Expenses: |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |        |         |      |       
|                                                        | Gross reserves for claim and claim settlement expenses,
beginning of year |              |                 |  |                         |  | $ | 128,841 |        |         | $ | 99,831  |        |         | $    | 97,269 |        
|                                                        | Provision increases (decreases) for claim and claim
settlement expenses:  |              |                 |  |                         |  |   |         |        |         |   |         |        |         |      |        |        
|                                                        |                                                                           | Current year |                 |  |                         |  |   |         | 97,510 |         |   |         | 87,203 |         |      |        | 79,333  |       
|                                                        |                                                                           | Prior years  |                 |  |                         |  |   |         | 31,224 |         |   |         | 17,930 |         |      |        | (11,868 | )     
|                                                        |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |       
|                                                        |                                                                           |              | Total provision |  |                         |  |   |         |        | 128,734 |   |         |        | 105,133 |      |        |         | 67,465 | 
|                                                        | Payments for claim and claim settlement expenses:                         |              |                 |  |                         |  |   |         |        |         |   |         |        |         |      |        |        
|                                                        |                                                                           | Current year |                 |  |                         |  |   |         | 27,024 |         |   |         | 30,190 |         |      |        | 27,841  |       
|                                                        |                                                                           | Prior years  |                 |  |                         |  |   |         | 49,241 |         |   |         | 45,933 |         |      |        | 37,062  |       
|                                                        |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |       
|                                                        |                                                                           |              | Total payments  |  |                         |  |   |         |        | 76,265  |   |         |        | 76,123  |      |        |         | 64,903 | 
|                                                        |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |       
|                                                        | Gross reserves for claim and claim settlement expenses,
end of year       |              |                 |  |                         |  | $ | 181,310 |        |         | $ | 128,841 |        |         | $    | 99,831 |        
|                                                        |                                                                           |              |                 |  |                         |  |   |         |        |         |   |         |       

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

|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |        |        |        |        | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------ | ------------ | ------------------------------------------------------- | --------------- | ------ | ----------------------- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | 
|                                                                  |                                                                          |              |                                                         |                 |        | Year
Ended December 31, |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |       
|                                                                  |                                                                          |              |                                                         |                 |        | 2001                    |        |        | 2000   |        |        | 1999   |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |        |       
|                                                                  |                                                                          |              |                                                         |                 |        | (Revised)               |        |        |        |        |        |        |        |        |       
|Net Reserves for Claim and Claim Settlement Expenses:             |                                                                          |              |                                                         |                 |        |                         |        |        |        |        |        |       
|                                                                  | Net reserves for claim and claim settlement expenses,
beginning of year  |              | $                                                       | 66,996          |        |                         | $      | 58,652 |        |        | $      | 75,866 |       
|                                                                  | Plus: Deferred retrospective reinsurance gain, beginning of year         |              |                                                         | 849             |        |                         |        | 1,249  |        |        |        | 1,989  |       
|                                                                  | Provision increases (decreases) for claim and claim
settlement expenses: |              |                                                         |                 |        |                         |        |        |        |        |        |        |       
|                                                                  |                                                                          |              | Current year                                            |                 |        | 73,557                  |        |        |        | 56,900 |        |        |        | 52,176 |       
|                                                                  |                                                                          |              | Prior years                                             |                 |        | 7,731                   |        |        |        | 15,929 |        |        |        | (8,113 | )     
|                                                                  |                                                                          |              | Write-off of reinsurance recoverable                    |                 |        | (785                    | )      |        |        |       |        |        |        |       |       
|                                                                  |                                                                          |              | Amortization of deferred retrospective reinsurance gain |                 |        | (400                    | )      |        |        | (400   | )      |        |        | (740   | )     
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |       
|                                                                  |                                                                          |              |                                                         | Total provision |        |                         | 80,103 |        |        |        | 72,429 |        |        |        | 43,323 | 
|                                                                  | Payments for claim and claim settlement expenses:                        |              |                                                         |                 |        |                         |        |        |        |        |        |        |       
|                                                                  |                                                                          | Current year |                                                         |                 | 25,062 |                         |        |        | 28,154 |        |        |        | 26,897 |       
|                                                                  |                                                                          | Prior years  |                                                         |                 | 31,242 |                         |        |        | 36,331 |        |        |        | 34,380 |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |       
|                                                                  |                                                                          |              |                                                         | Total payments  |        |                         | 56,304 |        |        |        | 64,485 |        |        |        | 61,277 | 
|                                                                  | Less: Deferred retrospective reinsurance gain, end of year               |              |                                                         | (449            | )      |                         |        | (849   | )      |        |        | (1,249 | )     
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |       
|Net reserves for claim and claim settlement expenses,
end of year |                                                                          | $            | 91,195                                                  |                 |        | $                       | 66,996 |        |        | $      | 58,652 |       
|                                                                  |                                                                          |              |                                                         |                 |        |                         |        |        |       

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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 eight 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, |       
|                                                                |                                                               |                   |   |              |       
|                                                                |                                                               |                   |   | 2001         |        |  | 2000 |         |        | 1999 |   |        | 1998    |    |   | 1997   |       
|                                                                |                                                               |                   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |       
|Loss Reserve Development:                                       |                                                               | (Revised)         |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |  
|                                                                | Gross reserves for unpaid
claim and claim
settlement expenses |                   | $ | 181,310      |        |  | $    | 128,841 |        |      | $ | 99,831 |         |    | $ | 97,269 |        |    | $ | 61,069 |        
|                                                                | Reinsurance recoverables                                      |                   |   | 90,115       |        |  |      | 61,845  |        |      |   | 41,179 |         |    |   | 21,403 |        |    |   | 5,374  |        
|                                                                |                                                               |                   |   |              |        |  |      |         |        |      |   |        |         |    |  
|                                                                | Net reserves for unpaid
claim and claim
settlement expenses   |                   | $ | 91,195       |        |  | $    | 66,996  |        |      | $ | 58,652 |         |    | $ | 75,866 |        |    | $ | 55,695 |        
|                                                                |                                                               |                   |   |              |        |  |      |         |        |      |   |        |         |    |  
|                                                                | Paid (cumulative) as of:                                      |                   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |        
|                                                                |                                                               | One year later    |   |              |        |  |      | $       | 32,028 |      |   | $      | 35,932  |    |   | $      | 34,380 |    |   | $      | 27,737  |   
|                                                                |                                                               | Two years later   |   |              |        |  |      |         |        |      |   |        | 48,069  |    |   |        | 49,958 |    |   |        | 42,046  |   
|                                                                |                                                               | Three years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        | 56,376 |    |   |        | 49,671  |   
|                                                                |                                                               | Four years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        | 53,814  |   
|                                                                |                                                               | Five years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Six years later   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Seven years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Eight years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Nine years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|Reserves re-estimated as of:                                    |                                                               |                   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |       
|                                                                |                                                               | End of year       |   | $            | 91,195 |  |      | $       | 66,996 |      |   | $      | 58,652  |    |   | $      | 75,866 |    |   | $      | 55,695  |   
|                                                                |                                                               | One year later    |   |              |        |  |      |         | 74,727 |      |   |        | 74,181  |    |   |        | 67,753 |    |   |        | 66,674  |   
|                                                                |                                                               | Two years later   |   |              |        |  |      |         |        |      |   |        | 76,502  |    |   |        | 77,205 |    |   |        | 61,075  |   
|                                                                |                                                               | Three years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        | 78,331 |    |   |        | 68,065  |   
|                                                                |                                                               | Four years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        | 69,474  |   
|                                                                |                                                               | Five years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Six years later   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Seven years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Eight years later |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|                                                                |                                                               | Nine years later  |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |        |         |   
|Initial reserves in excess of
(less than) re-estimated reserves |                                                               |                   |   |              |        |  |      |         |        |      |   |        |         |    |   |        |        |    |   |       
|                                                                |                                                               | Amount            |   |              |        |  |      | $       | (7,731 | )    |   | $      | (17,850 | )  |   | $      | (2,465 | )  |   | $      | (13,779 | ) 
|                                                                |                                                               | Percent           |   |              |        |  |      |         | (11.5  | )%   |   |        | (30.4   | )% |   |        | (3.2   | )% |   |        | (24.7   | )%

[Additional columns below]

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

|                                                                |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |       |       |   
|--------------------------------------------------------------- | ------------------------------------------------------------- | ----------------- | - | ------------ | ------ | -- | ---- | ------ | ------ | ---- | - | ------ | ------ | - | - | ------ | ----- | -- | - | ----- | ----- | --
|                                                                |                                                               |                   |   | December
31, |       
|                                                                |                                                               |                   |   |              |       
|                                                                |                                                               |                   |   | 1996         |        |    | 1995 |        |        | 1994 |   |        | 1993   |   |   | 1992   |      
|                                                                |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |      
|Loss Reserve Development:                                       |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |      
|                                                                | Gross reserves for unpaid
claim and claim
settlement expenses |                   | $ | 49,256       |        |    | $    | 37,138 |        |      | $ | 28,165 |        |   | $ | 13,279 |       |    | $ | 2,688 |      
|                                                                | Reinsurance recoverables                                      |                   |   | 6,183        |        |    |      | 8,312  |        |      |   | 13,902 |        |   |   | 9,593  |       |    |   | 1,886 |      
|                                                                |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |  
|                                                                | Net reserves for unpaid
claim and claim
settlement expenses   |                   | $ | 43,073       |        |    | $    | 28,826 |        |      | $ | 14,263 |        |   | $ | 3,686  |       |    | $ | 802   |      
|                                                                |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |  
|                                                                | Paid (cumulative) as of:                                      |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |       |      
|                                                                |                                                               | One year later    |   | $            | 19,439 |    |      | $      | 8,595  |      |   | $      | 4,639  |   |   | $      | 1,436 |    |   | $     | 583   |   
|                                                                |                                                               | Two years later   |   |              | 28,173 |    |      |        | 12,894 |      |   |        | 6,476  |   |   |        | 2,150 |    |   |       | 678   |   
|                                                                |                                                               | Three years later |   |              | 33,438 |    |      |        | 15,521 |      |   |        | 7,863  |   |   |        | 2,348 |    |   |       | 815   |   
|                                                                |                                                               | Four years later  |   |              | 36,904 |    |      |        | 16,869 |      |   |        | 8,569  |   |   |        | 2,654 |    |   |       | 856   |   
|                                                                |                                                               | Five years later  |   |              | 38,919 |    |      |        | 18,020 |      |   |        | 9,046  |   |   |        | 2,816 |    |   |       | 925   |   
|                                                                |                                                               | Six years later   |   |              |        |    |      |        | 18,714 |      |   |        | 9,396  |   |   |        | 2,847 |    |   |       | 951   |   
|                                                                |                                                               | Seven years later |   |              |        |    |      |        |        |      |   |        | 9,564  |   |   |        | 2,932 |    |   |       | 920   |   
|                                                                |                                                               | Eight years later |   |              |        |    |      |        |        |      |   |        |        |   |   |        | 2,985 |    |   |       | 928   |   
|                                                                |                                                               | Nine years later  |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |       | 951   |   
|Reserves re-estimated as of:                                    |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |      
|                                                                |                                                               | End of year       |   | $            | 43,073 |    |      | $      | 28,826 |      |   | $      | 14,263 |   |   | $      | 3,686 |    |   | $     | 802   |   
|                                                                |                                                               | One year later    |   |              | 39,988 |    |      |        | 20,751 |      |   |        | 12,789 |   |   |        | 3,784 |    |   |       | 1,075 |   
|                                                                |                                                               | Two years later   |   |              | 43,484 |    |      |        | 18,469 |      |   |        | 9,318  |   |   |        | 3,416 |    |   |       | 1,008 |   
|                                                                |                                                               | Three years later |   |              | 41,451 |    |      |        | 19,796 |      |   |        | 8,984  |   |   |        | 2,782 |    |   |       | 950   |   
|                                                                |                                                               | Four years later  |   |              | 45,959 |    |      |        | 19,389 |      |   |        | 9,669  |   |   |        | 2,861 |    |   |       | 912   |   
|                                                                |                                                               | Five years later  |   |              | 47,147 |    |      |        | 21,254 |      |   |        | 9,692  |   |   |        | 2,972 |    |   |       | 949   |   
|                                                                |                                                               | Six years later   |   |              |        |    |      |        | 22,568 |      |   |        | 10,330 |   |   |        | 2,927 |    |   |       | 964   |   
|                                                                |                                                               | Seven years later |   |              |        |    |      |        |        |      |   |        | 11,675 |   |   |        | 3,106 |    |   |       | 926   |   
|                                                                |                                                               | Eight years later |   |              |        |    |      |        |        |      |   |        |        |   |   |        | 3,818 |    |   |       | 945   |   
|                                                                |                                                               | Nine years later  |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |       | 951   |   
|Initial reserves in excess of
(less than) re-estimated reserves |                                                               |                   |   |              |        |    |      |        |        |      |   |        |        |   |   |        |       |    |   |      
|                                                                |                                                               | Amount            |   | $            | (4,074 | )  |      | $      | 6,258  |      |   | $      | 2,588  |   |   | $      | (132  | )  |   | $     | (149  | ) 
|                                                                |                                                               | Percent           |   |              | (9.5   | )% |      |        | 21.7   | %    |   |        | 18.1   | % |   |        | (3.6  | )% |   |       | (18.6 | )%

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 eight-year period ended December 31, 2001. The
total of each column details the amount of reserve re-estimates made in the
indicated calendar year and 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: |       
|               |       |  |                                                             |       
|               |       |  | 2001                                                        |        |   | 2000 |   |         | 1999 |  |   | 1998  |   |  | 1997 |        
|               |       |  |                                                             |        |   |      |   |         |      |  |   |       |   |  |      |        
|Accident Year: |       |  |                                                             |        |   |      |   |         |      |  |   |       |   |  |      |         |   |  |   |      
|               | 1992  |  | $                                                           | (6     | ) |      | $ | (19     | )    |  | $ | 38    |   |  | $    | (15     | ) |  | $ | (37   | )
|               | 1993  |  |                                                             | (706   | ) |      |   | (160    | )    |  |   | 7     |   |  |      | (96     | ) |  |   | (42   | )
|               | 1994  |  |                                                             | (633   | ) |      |   | (459    | )    |  |   | (68   | ) |  |      | (574    | ) |  |   | 413   |  
|               | 1995  |  |                                                             | 31     |   |      |   | (1,227  | )    |  |   | 430   |   |  |      | (642    | ) |  |   | 1,948 |  
|               | 1996  |  |                                                             | 126    |   |      |   | (2,643  | )    |  |   | 1,626 |   |  |      | (2,169  | ) |  |   | 803   |  
|               | 1997  |  |                                                             | (221   | ) |      |   | (2,482  | )    |  |   | 3,566 |   |  |      | (7,483  | ) |  |   |       |  
|               | 1998  |  |                                                             | 283    |   |      |   | (2,462  | )    |  |   | 2,514 |   |  |      |         |   |  |   |       |  
|               | 1999  |  |                                                             | (1,195 | ) |      |   | (6,077  | )    |  |   |       |   |  |      |         |   |  |   |       |  
|               | 2000  |  |                                                             | (5,410 | ) |      |   |         |      |  |   |       |   |  |      |         |   |  |   |       |  
|               |       |  |                                                             |        |   |      |   |         |      |  |   |       |   |  |     
|               | Total |  | $                                                           | (7,731 | ) |      | $ | (15,529 | )    |  | $ | 8,113 |   |  | $    | (10,979 | ) |  | $ | 3,085 |  
|               |       |  |                                                             |        |   |      |   |         |      |  |   |       |   |  |     

[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 |  
|               |       |  | 1996                                                        |       |  | 1995     |   |       | 1994 |  |   | 1993 |   |  | Year |     
|               |       |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |     
|Accident Year: |       |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              |        
|               | 1992  |  | $                                                           | 38    |  |          | $ | 58    |      |  | $ | 67   |   |  | $    | (273 | ) |  | $            | (149    | )
|               | 1993  |  |                                                             | 596   |  |          |   | 310   |      |  |   | (165 | ) |  |      |      |   |  |              | (256    | )
|               | 1994  |  |                                                             | 2,837 |  |          |   | 1,106 |      |  |   |      |   |  |      |      |   |  |              | 2,622   |  
|               | 1995  |  |                                                             | 4,604 |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | 5,144   |  
|               | 1996  |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | (2,257  | )
|               | 1997  |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | (6,620  | )
|               | 1998  |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | 335     |  
|               | 1999  |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | (7,272  | )
|               | 2000  |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |      |      |   |  |              | (5,410  | )
|               |       |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |     
|               | Total |  | $                                                           | 8,075 |  |          | $ | 1,474 |      |  | $ | (98  | ) |  | $    | (273 | ) |  | $            | (13,863 | )
|               |       |  |                                                             |       |  |          |   |       |      |  |   |      |   |  |     

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) claim and claim settlement
expenses, (ii) reinsurance, (iii) policy acquisition costs, (iv) general and
administrative expenses, (v) capital expenditures, (vi) income taxes, and (vii)
debt service or principal repayment on our Term Loan. Prior to 1999, we
generated positive net cash from operations

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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 beginning in mid-1998 through runoff in
2001, we decreased our current period cash flows as a result of pre-funding
quarterly premiums under that agreement. We expect positive quarterly cash
flow from our $25,000 to $300,000 excess of loss reinsurance agreement in 2002
as we are reimbursed for loss payments to claimants under the policy. This
increase in cash flow will be more than offset by: (i) premiums ceded under our
St. Paul Re contract, and (ii) decreases in cash flows as our premiums in force
and premiums earned decrease in 2002. Excess cash is invested in either
short-term cash and cash equivalents or longer-term available-for-sale
securities pending future payments for such expenses as medical and indemnity
benefits and other operating expenses. Cash and cash equivalents consist of
U.S. government securities acquired under repurchase agreements 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 2001 was $6.5 million. This is
primarily the result of our net loss of $25.2 million; an increase of $29.0
million in amounts due from reinsurers, $17.6 million in deposits receivable
from St. Paul Re and net realized investment gains totaling $1.2 million offset
by an increase of $52.5 million in unpaid claim and claim settlement expenses,
which are non-cash accruals for future claims; a decrease in our net deferred
income tax asset of $8.8 million; an increase in accrued liabilities totaling
$1.0 million; depreciation and amortization expense of $1.7 million and a
decrease of $744,000 in unearned premiums, net of premiums receivable. Net
cash provided by investing activities was $10.0 million, primarily the result
of $92.8 million in proceeds from sales of securities and $872,000 in disposals
of furniture and equipment offset by $83.3 million in purchases of securities
and $379,000 in purchases of furniture and equipment. Net cash used in
financing activities was $2.5 million due primarily to payments on notes
payable of $2.5 million.

Our need for additional capital is primarily the result of regulations
that require certain ratios of regulatory or statutory capital to premiums
written in our insurance subsidiary as defined by state regulatory bodies and
insurance rating agencies. We believe that raising additional permanent
capital would stabilize our ratio of premium to capital and provide a solid
base for the future growth of our insurance subsidiary. As an alternative to
raising additional permanent capital, further quota-share reinsurance or other
additional reinsurance on an interim basis 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 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 2002, without regulatory approval, is
approximately $2.0 million. (See Note 10 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 repurchased 10,000 shares in 2001 for approximately
$9,000, 640,000 shares in 2000 for approximately $2.6 million and 19,500 shares
for approximately $87,000 through 1999. We repurchased these shares on the
open market or through private transactions based upon market conditions and
availability. The repurchased shares will be used for employee stock option
and purchase plans and other corporate purposes.

Investments held as statutory deposits and pledged as collateral do not
have an adverse effect on our liquidity. 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.

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 $4.1
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

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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.

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 computing a risk-based capital amount that is 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 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, 2001, 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, Texas and Oklahoma.

In March 1998, the NAIC adopted the Codification of Statutory Accounting
Principles (the Codification). The Codification is intended to standardize
regulatory accounting and reporting to state insurance departments and became
effective January 1, 2001. Statutory accounting principles, however, will
continue to be established by individual state laws and permitted practices.
The State of Minnesota required adoption of the Codification for preparing
statutory financial statements for financial periods occurring on or after
January 1, 2001. Adoption of the Codification increased our statutory capital
and surplus by approximately $2.9 million on January 1, 2001.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
Business Combinations and SFAS No. 142 Goodwill and Other Intangible
Assets. SFAS No. 141 requires that all business combinations be accounted for
under the purchase method only, and that certain acquired intangible assets in
a business combination be recognized as assets apart from goodwill. SFAS No.
142 requires ratable amortization of goodwill be replaced with periodic tests
of goodwills impairment and that intangible assets other than goodwill be
amortized over their useful lives. Implementation of SFAS No. 141 and 142 is
required for fiscal 2002. We believe that the adoption of SFAS No. 141 and 142
will not have an impact on our financial statements

FORWARD-LOOKING STATEMENTS

Information included in this Annual Report and Report on Form 10-K 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 retain renewing policies and
write new business with a B- (Unsecure) rating from A.M. Best; (ii) our ability
to continue to increase pricing in the markets in which we remain; (iii) the
ability of our reinsurers to honor their obligations to us; (iv) our ability to
accurately predict claim development; (v) our ability to manage both our
existing claims and new claims in an effective manner; (vi) our experience with
claims frequency and severity; (vii) competition and the regulatory environment
in which we operate; (viii) general economic and business conditions; (ix) our
ability to obtain and retain reinsurance at a reasonable cost; (x) changes in
workers compensation regulation by states, including changes in mandated
benefits or insurance company regulation; (xi) interest rate changes; and (xii)
other factors as noted in our other filings with the SEC. This discussion of

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uncertainties is by no means exhaustive but is designed to highlight important
factors that may impact our future performance.




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  Interest Rate Risk under Item 7 of this
Report of Form 10-K/A and is incorporated herein by reference.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

|                     |                                                                                                |  |   
|-------------------- | ---------------------------------------------------------------------------------------------- |  | --
|FINANCIAL STATEMENTS | Page                                                                                          
|                     | Independent Auditors Reports                                                                  |  | 25
|                     | Consolidated Balance Sheets  December 31, 2001 and 2000                                       |  | 27
|                     | Consolidated Statements of Operations  Years Ended December 31, 2001, 2000 and 1999           |  | 28
|                     | Consolidated Statements of Shareholders Equity  Years Ended December 31, 2001, 2000 and 1999 |  | 29
|                     | Consolidated Statements of Cash Flows  Years Ended December 31, 2001, 2000 and 1999           |  | 30
|                     | Notes to Consolidated Financial Statements  Years Ended December 31, 2001, 2000 and 1999      |  | 31

Report of Independent Auditors

The Board of Directors and Shareholders
RTW, Inc.
Minneapolis, Minnesota

We have audited the accompanying consolidated balance sheet of RTW, Inc. (the
Company) as of December 31, 2001, and the related consolidated statements of
operations, stockholders equity and cash flows for the year then ended. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of the Company as of December 31,
2000 and for each of the two years in the period ended December 31, 2000,
were audited by other auditors whose report dated February 9, 2001 (March 28,
2001 as to Note 6) expressed an unqualified opinion on those statements and
included an emphasis paragraph that stated the establishment of claim and
claim settlement expense reserves is an inherently uncertain process.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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 audit provides a reasonable basis
for our opinion.

In our opinion, the 2001 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of RTW, Inc. at
December 31, 2001, and the consolidated results of its operations and its cash
flows for the year then ended in conformity with accounting principles
generally accepted in the United States.

/s/ ERNST & YOUNG LLP

March 25, 2003
Minneapolis, Minnesota

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Report of Independent Auditors

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

We have audited the accompanying consolidated balance sheet of RTW, Inc. and
subsidiary (the Company) as of December 31, 2000, and the related consolidated
statements of operations, shareholders equity, and cash flows for each of the
two years in the period ended December 31, 2000. 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 auditing standards generally
accepted in the United States of America. 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.

As described in Note 6, the establishment of claim and claim settlement expense
reserves is an inherently uncertain process.

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, 2000, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States
of America.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 9, 2001
(March 28, 2001 as to Note 6)

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RTW, INC.
Consolidated Balance Sheets
December 31, 2001 and 2000
(In Thousands, Except Share Data)

|                                                                 |                                                                                                                    |                                            |                                      |        |         |   |         |        |         |  | 
|---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------------------------------------ | ------ | ------- | - | ------- | ------ | ------- |  | 
|                                                                 |                                                                                                                    |                                            |                                      |        | 2001    |   |         | 2000   |        
|                                                                 |                                                                                                                    |                                            |                                      |        |         |   |         |        |        
|ASSETS                                                           |                                                                                                                    | (Revised)                                  |                                      |        |         |   |        
|Investments at fair value, amortized cost of $87,809 and $96,521 |                                                                                                                    | $                                          | 89,166                               |        |         | $ | 96,830  |       
|Cash and cash equivalents                                        |                                                                                                                    |                                            | 3,425                                |        |         |   | 2,427   |       
|Accrued investment income                                        |                                                                                                                    |                                            | 1,133                                |        |         |   | 1,266   |       
|Premiums receivable, less allowance of $436 and $569             |                                                                                                                    |                                            | 6,665                                |        |         |   | 10,126  |       
|Deposit receivable                                               |                                                                                                                    |                                            | 17,635                               |        |         |   | -       |       
|Reinsurance recoverables:                                        |                                                                                                                    |                                            |                                      |        |         |   |         |       
|                                                                 | On unpaid claim and claim settlement expenses                                                                      |                                            |                                      | 90,115 |         |   |         | 61,845 |        
|                                                                 | On paid claim and claim settlement expenses                                                                        |                                            |                                      | 3,039  |         |   |         | 2,295  |        
|Deferred policy acquisition costs                                |                                                                                                                    |                                            | 1,214                                |        |         |   | 1,351   |       
|Furniture and equipment, net                                     |                                                                                                                    |                                            | 1,824                                |        |         |   | 3,590   |       
|Other assets                                                     |                                                                                                                    |                                            | 4,091                                |        |         |   | 14,805  |       
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  
|                                                                 |                                                                                                                    | Total assets                               |                                      | $      | 218,307 |   |         | $      | 194,535 | 
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  
|                                                                 |                                                                                                                    |                                            | LIABILITIES AND SHAREHOLDERS EQUITY |        |         |   |         |        |         |  | 
|Unpaid claim and claim settlement expenses                       |                                                                                                                    | $                                          | 181,310                              |        |         | $ | 128,841 |       
|Unearned premiums                                                |                                                                                                                    |                                            | 9,738                                |        |         |   | 12,455  |       
|Accrued expenses and other liabilities                           |                                                                                                                    |                                            | 8,537                                |        |         |   | 7,503   |       
|Notes payable                                                    |                                                                                                                    |                                            | 4,500                                |        |         |   | 7,000   |       
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  
|                                                                 |                                                                                                                    | Total liabilities                          |                                      |        | 204,085 |   |         |        | 155,799 | 
|Commitments and contingencies                                    |                                                                                                                    |                                            |                                     |        |         |   |        |       
|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 10,302,000 and 10,293,000 shares  |                                            |                                      | 20,688 |         |   |         | 20,665 |        
|                                                                 | Retained (deficit) earnings                                                                                        |                                            |                                      | (7,348 | )       |   |         | 17,867 |        
|                                                                 | Accumulated other comprehensive income                                                                             |                                            |                                      | 882    |         |   |         | 204    |        
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  
|                                                                 |                                                                                                                    | Total shareholders equity                 |                                      |        | 14,222  |   |         |        | 38,736  | 
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  
|                                                                 |                                                                                                                    | Total liabilities and shareholders equity |                                      | $      | 218,307 |   |         | $      | 194,535 | 
|                                                                 |                                                                                                                    |                                            |                                      |        |         |  

See notes to consolidated financial statements.

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RTW, INC.
Consolidated Statements of Operations
Years Ended December 31, 2001, 2000 and 1999
(In Thousands, Except Share and Per Share Data)

|                                     |                                         |                            |                                        |            |           |         |        |            |        |         |       |            |        |       | 
|------------------------------------ | --------------------------------------- | -------------------------- | -------------------------------------- | ---------- | --------- | ------- | ------ | ---------- | ------ | ------- | ----- | ---------- | ------ | ----- | 
|                                     |                                         |                            |                                        |            | 2001      |         |        | 2000       |        |         | 1999  |           
|                                     |                                         |                            |                                        |            |           |         |        |            |        |         |       |           
|                                     |                                         |                            |                                        |            | (Revised) |         |        |            |        |         |       |            |        |      
|Revenues:                            |                                         |                            |                                        |            |           |         |        |            |        |         |       |           
|                                     | Gross premiums earned                   |                            | $                                      | 97,420     |           |         | $      | 95,878     |        |         | $     | 89,226     |       
|                                     | Premiums ceded                          |                            |                                        | (11,363    | )         |         |        | (17,724    | )      |         |       | (18,008    | )     
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     |                                         | Premiums earned            |                                        |            | 86,057    |         |        |            | 78,154 |         |       |            | 71,218 |      
|                                     | Investment income                       |                            |                                        | 6,415      |           |         |        | 5,752      |        |         |       | 6,510      |       
|                                     | Net realized investment gains (losses): |                            |                                        |            |           |         |        |            |        |         |       |            |       
|                                     |                                         | Realized investment gains  |                                        |            | 1,225     |         |        |            | 26     |         |       |            | 108    |      
|                                     |                                         | Realized investment losses |                                        |            | (62       | )       |        |            | (633   | )       |       |            | (24    | )    
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     |                                         |                            | Net realized investment gains (losses) |            |           | 1,163   |        |            |        | (607    | )     |            |        | 84    | 
|                                     | Other income                            |                            |                                        | 2,088      |           |         |        |           |        |         |       |           |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     |                                         | Total revenues             |                                        |            | 95,723    |         |        |            | 83,299 |         |       |            | 77,812 |      
|Expenses:                            |                                         |                            |                                        |            |           |         |        |            |        |         |       |           
|                                     | Claim and claim settlement expenses     |                            |                                        | 80,103     |           |         |        | 72,429     |        |         |       | 43,323     |       
|                                     | Policy acquisition costs                |                            |                                        | 13,990     |           |         |        | 14,137     |        |         |       | 14,111     |       
|                                     | General and administrative expenses     |                            |                                        | 17,391     |           |         |        | 11,513     |        |         |       | 12,021     |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     |                                         | Total expenses             |                                        |            | 111,484   |         |        |            | 98,079 |         |       |            | 69,455 |      
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     |                                         |                            | (Loss) income from operations          |            |           | (15,761 | )      |            |        | (14,780 | )     |            |        | 8,357 | 
|                                     | Interest expense                        |                            |                                        | 511        |           |         |        | 667        |        |         |       | 266        |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     | (Loss) income before income taxes       |                            |                                        | (16,272    | )         |         |        | (15,447    | )      |         |       | 8,091      |       
|                                     | Income tax expense (benefit)            |                            |                                        | 8,943      |           |         |        | (5,739     | )      |         |       | 1,924      |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|Net (loss) income                    |                                         | $                          | (25,215                                | )          |           | $       | (9,708 | )          |        | $       | 6,167 |           
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|(Loss) income per share:             |                                         |                            |                                        |            |           |         |        |            |        |         |       |           
|                                     | Basic (loss) income per share           |                            | $                                      | (2.45      | )         |         | $      | (0.89      | )      |         | $     | 0.50       |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     | Diluted (loss) income per share         |                            | $                                      | (2.45      | )         |         | $      | (0.89      | )      |         | $     | 0.50       |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|Weighted average shares outstanding: |                                         |                            |                                        |            |           |         |        |            |        |         |       |           
|                                     | Basic shares outstanding                |                            |                                        | 10,304,000 |           |         |        | 10,855,000 |        |         |       | 12,291,000 |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       
|                                     | Diluted shares outstanding              |                            |                                        | 10,304,000 |           |         |        | 10,855,000 |        |         |       | 12,360,000 |       
|                                     |                                         |                            |                                        |            |           |         |        |            |       

See notes to consolidated financial statements.

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RTW, INC.
Consolidated Statements of Shareholders Equity
Years Ended December 31, 2001, 2000 and 1999
(In Thousands)

|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |         |        |   | 
|-------------------------------------- | --------------------- | --------------------------------------- | -------------------------------------- | -------------------- | ------- | ------ |  | - | ------- | ------------- | ------- | --------- | -------- | - | ------ | ------------- | - | ------------- | ------ |  | ------- | ------ | - | 
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   | Accumulated   |        |  |         |        |  
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   | Other         |        |  |         |        |  
|                                       |                       |                                         |                                        |                      |         |        |  |   |         | Comprehensive |         |           | Retained |   |        | Comprehensive |   |               | Total  | 
|                                       |                       |                                         |                                        |                      |         | Common |  |   | Income  |               |         | Earnings  |          |   | Income |               |   | Shareholders' |       
|                                       |                       |                                         |                                        |                      |         | Stock  |  |   | (Loss)  |               |         | (Deficit) |          |   | (Loss) |               |   | Equity        |       
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |       
|Balance at January 1, 1999             |                       | $                                       | 29,451                                 |                      |         |        |  |   |         | $             | 21,408  |           |          | $ | 1,759  |               |   | $             | 52,618 | 
|                                       | Comprehensive income: |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |        
|                                       |                       | Net income                              |                                        |                      |        |        |  | $ | 6,167   |               |         |           | 6,167    |   |        |               |  |               |        |  | 6,167   |       
|                                       |                       | Other comprehensive loss, 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 | 
|                                       | Comprehensive loss:   |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |        
|                                       |                       | Net loss                                |                                        |                      |        |        |  | $ | (9,708  | )             |         |           | (9,708   | ) |        |               |  |               |        |  | (9,708  | )     
|                                       |                       | Other comprehensive income, net of tax: |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |         |       
|                                       |                       |                                         | Change in unrealized investment gains  |                      |         |       |  |   |         | 3,022         |         |           |          |  |        |               |   | 3,022         |        |  |         | 3,022  |  
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |       
|                                       |                       |                                         |                                        | Comprehensive loss   |         |        |  |   |         | $             | (6,686  | )         |          |   |        |               |   |               |        |  |         |        |   | 
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |       
|                                       |                       | Retirement of common stock              |                                        |                      | (10,268 | )      |  |   |         |               |         |           |         |   |        |               |  |               |        |  | (10,268 | )     
|                                       |                       | Issuance of shares under ESPP           |                                        |                      | 125     |        |  |   |         |               |         |           |         |   |        |               |  |               |        |  | 125     |       
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |              
|Balance at December 31, 2000           |                       |                                         | 20,665                                 |                      |         |        |  |   |         |               | 17,867  |           |          |   | 204    |               |   |               | 38,736 | 
|                                       | Comprehensive loss:   |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |        
|                                       |                       | Net loss                                |                                        |                      |        |        |  | $ | (25,215 | )             |         |           | (25,215  | ) |        |               |  |               |        |  | (25,215 | )     
|                                       |                       | Other comprehensive income net of tax:  |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |        |  |         |       
|                                       |                       |                                         | Change in unrealized investment gains  |                      |         |       |  |   |         | 678           |         |           |          |  |        |               |   | 678           |        |  |         | 678    |  
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |       
|                                       |                       |                                         |                                        | Comprehensive loss   |         |        |  |   |         | $             | (24,537 | )         |          |   |        |               |   |               |        |  |         |        |   | 
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |               |   |               |       
|                                       |                       | Retirement of common stock              |                                        |                      | (10     | )      |  |   |         |               |         |           |         |   |        |               |  |               |        |  | (10     | )     
|                                       |                       | Issuance of shares under ESPP           |                                        |                      | 33      |        |  |   |         |               |         |           |         |   |        |               |  |               |        |  | 33      |       
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |              
|Balance at December 31, 2001 (Revised) |                       | $                                       | 20,688                                 |                      |         |        |  |   |         | $             | (7,348  | )         |          | $ | 882    |               |   | $             | 14,222 | 
|                                       |                       |                                         |                                        |                      |         |        |  |   |         |               |         |           |          |   |        |              

See notes to consolidated financial statements.

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RTW, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2001, 2000 and 1999
(In Thousands)

|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |         |        |         |         |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------- | --------------------------------------------- | ----------------------------------------- | ------ | --------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ------- | -
|                                                     |                                                                                      |                                        |                                               |                                           |        | 2001      |        |         | 2000   |         |        | 1999    |       
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |         |       
|                                                     |                                                                                      |                                        |                                               |                                           |        | (Revised) |        |         |        |         |        |         |        |         |        
|Cash flows from operating activities:                |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |        
|                                                     | Net (loss) income                                                                    |                                        | $                                             | (25,215                                   | )      |           | $      | (9,708  | )      |         | $      | 6,167   |       
|                                                     | Adjustments to reconcile net (loss) income to net
cash used in operating activities: |                                        |                                               |                                           |        |           |        |         |        |         |        |         |       
|                                                     |                                                                                      | Net realized investment (gains) losses |                                               |                                           | (1,163 | )         |        |         | 607    |         |        |         | (84    | )      
|                                                     |                                                                                      | Depreciation and amortization          |                                               |                                           | 1,690  |           |        |         | 1,397  |         |        |         | 1,382  |        
|                                                     |                                                                                      | Deferred income taxes                  |                                               |                                           | 8,776  |           |        |         | (1,371 | )       |        |         | 764    |        
|                                                     |                                                                                      | Changes in assets and liabilities:     |                                               |                                           |        |           |        |         |        |         |        |         |        |        
|                                                     |                                                                                      |                                        | Deposit receivable                            |                                           |        | (17,635   | )      |         |        |        |        |         |        |        |        
|                                                     |                                                                                      |                                        | Amounts due from reinsurers                   |                                           |        | (29,014   | )      |         |        | (20,638 | )      |         |        | (21,232 | )      
|                                                     |                                                                                      |                                        | Unpaid claim and claim settlement expenses    |                                           |        | 52,469    |        |         |        | 29,010  |        |         |        | 2,562   |        
|                                                     |                                                                                      |                                        | Unearned premiums, net of premiums receivable |                                           |        | 744       |        |         |        | (1,002  | )      |         |        | (3,142  | )      
|                                                     |                                                                                      |                                        | Other, net                                    |                                           |        | 2,832     |        |         |        | (7,167  | )      |         |        | 3,313   |        
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|                                                     |                                                                                      |                                        |                                               | Net cash used in operating activities     |        |           | (6,516 | )       |        |         | (8,872 | )       |        |         | (10,270 | )
|Cash flows from investing activities:                |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |        
|                                                     | Maturities of investments                                                            |                                        |                                               |                                          |        |           |        | 510     |        |         |        | 1,915   |       
|                                                     | Purchases of available-for-sale investments                                          |                                        |                                               | (83,341                                   | )      |           |        |        |        |         |        | (11,239 | )     
|                                                     | Proceeds from sales of available-for-sale investments                                |                                        |                                               | 92,839                                    |        |           |        | 14,594  |        |         |        | 20,912  |       
|                                                     | Purchases of furniture and equipment                                                 |                                        |                                               | (379                                      | )      |           |        | (1,015  | )      |         |        | (573    | )     
|                                                     | Disposals of furniture and equipment                                                 |                                        |                                               | 872                                       |        |           |        | 51      |        |         |        |        |       
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|                                                     |                                                                                      |                                        |                                               | Net cash provided by investing activities |        |           | 9,991  |         |        |         | 14,140 |         |        |         | 11,015  |  
|Cash flows from financing activities:                |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |        
|                                                     | Proceeds from notes payable                                                          |                                        |                                               |                                          |        |           |        | 8,000   |        |         |        |        |       
|                                                     | Payments on notes payable                                                            |                                        |                                               | (2,500                                    | )      |           |        | (1,000  | )      |         |        | (2,500  | )     
|                                                     | Stock options and warrants exercised                                                 |                                        |                                               |                                          |        |           |        |        |        |         |        | 1,252   |       
|                                                     | Issuance of common stock under ESPP                                                  |                                        |                                               | 33                                        |        |           |        | 125     |        |         |        | 105     |       
|                                                     | Retirement of common stock                                                           |                                        |                                               | (10                                       | )      |           |        | (10,268 | )      |         |        |        |       
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|                                                     |                                                                                      |                                        |                                               | Net cash used in financing activities     |        |           | (2,477 | )       |        |         | (3,143 | )       |        |         | (1,143  | )
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|Net increase (decrease) in cash and cash equivalents |                                                                                      |                                        | 998                                           |                                           |        |           | 2,125  |         |        |         | (398   | )      
|Cash and cash equivalents at beginning of year       |                                                                                      |                                        | 2,427                                         |                                           |        |           | 302    |         |        |         | 700    |        
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|Cash and cash equivalents at end of year             |                                                                                      | $                                      | 3,425                                         |                                           |        | $         | 2,427  |         |        | $       | 302    |        
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|Supplemental disclosure of cash flow information:    |                                                                                      |                                        |                                               |                                           |        |           |        |         |        |         |        |        
|                                                     | Cash paid (received) during the year for:                                            |                                        |                                               |                                           |        |           |        |         |        |         |        |         |       
|                                                     |                                                                                      | Interest                               |                                               | $                                         | 641    |           |        | $       | 458    |         |        | $       | 238    |        
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       
|                                                     |                                                                                      | Income tax (refunds) payments          |                                               | $                                         | (1,559 | )         |        | $       | 802    |         |        | $       | (1,312 | )      
|                                                     |                                                                                      |                                        |                                               |                                           |        |           |        |         |       

See notes to consolidated financial statements.

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RTW, INC.
Notes to Consolidated Financial Statements
Years Ended December 31, 2001, 2000, and 1999

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 are 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, Texas and Oklahoma at
December 31, 2001. 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 2001. In the fourth
quarter of 2001, we announced that we would close our regional offices in
Missouri and Massachusetts. Beginning February 2002, we began to non-renew all
policies in our Missouri and Massachusetts regions and will run off expiring
policies in these regions through January 2003. We operate in a single
business segment, workers compensation insurance.

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
accounting principles generally accepted in the United States of America
(GAAP).

Consolidation Our consolidated financial statements include RTW and ACIC. We
eliminate all inter-company 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,
income taxes 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.

Available-for-Sale Investments: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 income or loss. 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 and losses
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. In 2000, we recorded $500,000 against a
security whose decline in value was determined to be other than temporary. No
securities were reduced for declines in fair value in 2001 or 1999.

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

Fair Value of Financial Instruments A number of our significant assets and
liabilities (including deferred policy acquisition costs, reinsurance
recoverables, furniture and equipment and unpaid claim and claim settlement
expenses) are not considered financial instruments for disclosure purposes.
Our premiums receivable and other assets and liabilities that are considered
financial instruments are generally of a short-term nature. Our term loan
bears a floating interest rate. The carrying values of these instruments
approximate their fair values. The carrying values and fair values of
investments are disclosed in Note 4.

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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. These costs are amortized to
expense as premium revenue is recognized and are reported net of ceding
commissions in the Statement of Operations.

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

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 was $3.7 million at December 31, 2001 and $5.1 million at December
31, 2000.

Unpaid Claim and Claim Settlement Expenses Claim expenses refer to amounts
that we paid or expect to pay to claimants for insured 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 reserves
established for the estimated total unpaid cost of claim and claim settlement
expenses for insured events that occurred on or prior to each balance sheet
date. The reserves are primarily undiscounted; however, we discounted selected
claims that have fixed or determinable future payments by $482,000 in 2001 and
$1.4 million in 2000 using 5.0% and 8.0% discount factors, respectively. These
reserves reflect our estimates of the total cost 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 a limited
amount of historical data to use in estimating our reserves for unpaid claim
and claim settlement expenses because we commenced operations in 1992. As a
result, 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, which may be
material, in operations in the year in which the adjustments are made.

Premiums Earned Premiums on workers compensation insurance policies are our
largest source of revenue. The premium we charge a policyholder is a function
of its 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
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 and the policyholders premium
to its actual value. The result is a final audit adjustment recorded to
premiums earned when the adjustment becomes known. We also estimate the final
audit amount to be billed on unexpired and expired unaudited policies and
record a final audit receivable included in premiums receivable on the balance
sheet. Final audit premiums recognized during the period include billed final
audit premiums plus (or minus) the change in estimate for final audit premiums
on unexpired and expired unaudited policies.

NOTE 2  REVISION OF FINANCIAL STATEMENTS

In June 2001, we entered into an agreement with St. Paul Re. (SPR) effective
January 1, 2001 in order to reduce our net premium to surplus leverage ratio
and maintain a secure financial strength rating for our insurance subsidiary.
Key provisions of this agreement included ceding 50% of the subject net earned
premium to SPR in exchange for various levels of paid claim reimbursement
through several loss corridors as defined in the agreement. Although the
primary coverage rate was 50%, in two of the loss corridors we receive no
reimbursement for claims paid by us. The agreement provided that SPR would
provide a maximum reimbursement for paid claims of 72.13% of premiums ceded.
In addition to the paid claim reimbursements, we received a 41% ceding
commission on all premiums ceded

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to SPR. Effective December 1, 2001, we increased the percentage of premiums
ceded as well as the primary rate for reimbursement of paid claims to 80%. All
other provisions of the agreement remained unchanged.

In March 2002, events occurred as defined in the contract, including the
downgrade in our A.M. Best rating to B- and the significant decrease in our
insurance subsidiarys surplus resulting from our net loss in 2001, which
granted SPR the right to cancel or modify the key terms of the agreement. SPR
elected to modify the terms of the agreement, and based on the new terms
presented, we elected to cancel the agreement on a run-off basis effective
March 31, 2002. Canceling the contract on a run-off basis resulted in
decreasing the maximum paid claim reimbursement percentage to 63.88% of
premiums ceded for the unexpired portions of all in-force business at March 31,
2002.

At the time we entered into this agreement, we evaluated whether or not
this agreement contained the necessary attributes to be accounted for as
reinsurance. Evaluating contracts of this type requires significant judgment
about possible future events. Based on our evaluation, we concluded that this
agreement satisfied the necessary requirements to be accounted for as
reinsurance. Our independent public accountants and reinsurance brokers agreed
with our conclusion at that time. On October 7, 2002, we engaged Ernst & Young
LLP (E&Y) to be our independent public accountants. In consultation with E&Y,
we have determined that our original conclusion to record the agreement under
reinsurance accounting standards was incorrect and have restated the accounting
for the agreement since inception using accounting standards defined in
Statement of Position 98-7 (SOP 98-7), Insurance Deposit Accounting.

Under SOP 98-7, at inception of the contract, a deposit asset or liability
is recognized and measured based on the consideration paid or received less any
explicitly defined premiums or fees to be retained by the insurer or reinsurer.
During the term of the contract, the amount of the deposit or liability is
adjusted by calculating the effective yield on the insurance or reinsurance
contract to reflect actual payments to date and expected future payments with a
corresponding credit or charge to interest income or expense. We pay SPR a
4.75% margin on the contract as premiums are paid and are credited an amount
equal to the end of quarter five-year U.S. Treasury Bill rate less 25 basis
points on the fund balance.

We have revised certain information in these 2001 Consolidated Financial
Statements to reflect accounting for this contract using Insurance Deposit
Accounting standards instead of Reinsurance Accounting standards. As a result,
reported net income and shareholders equity decreased by $1.5 million for the
year ended 2001 from amounts previously reported. Reported basic and diluted
net loss per share increased from $2.30 to $2.45 for the year ended December
31, 2001.

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The effects of the revisions on the December 31, 2001 Consolidated
Statement of Operations and the December 31, 2001 Consolidated Balance Sheet
are presented in the tables that follow:

|                    |                                                              |                                              |                         |                                     |         |                                      |         |        |            |         |         |  
|------------------- | ------------------------------------------------------------ | -------------------------------------------- | ----------------------- | ----------------------------------- | ------- | ------------------------------------ | ------- | ------ | ---------- | ------- | ------- | -
|                    |                                                              |                                              |                         |                                     |         | For the Year Ended December 31, 2001 |        
|                    |                                                              |                                              |                         |                                     |         |                                      |        
|                    |                                                              |                                              |                         |                                     |         | As Reported                          |         |        | As Revised |        
|                    |                                                              |                                              |                         |                                     |         |                                      |         |        |            |        
|Revenues:           |                                                              |                                              |                         |                                     |         |                                      |         |       
|                    | Gross premiums earned                                        |                                              | $                       | 97,420                              |         |                                      | $       | 97,420 |           
|                    | Premiums ceded:                                              |                                              |                         |                                     |         |                                      |         |        |           
|                    |                                                              |                                              | Excess of loss treaties |                                     |         | (11,363                              | )       |        |            | (11,363 | )      
|                    |                                                              |                                              | SPR contract            |                                     |         | (45,143                              | )       |        |            |        |        
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              |                         | Premiums earned                     |         |                                      | 40,914  |        |            |         | 86,057  |  
|                    | Investment income                                            |                                              |                         | 5,897                               |         |                                      |         | 6,415  |           
|                    | Net realized investment gains                                |                                              |                         | 1,163                               |         |                                      |         | 1,163  |           
|                    | Other income                                                 |                                              |                         | 2,088                               |         |                                      |         | 2,088  |           
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              | Total revenues          |                                     |         | 50,062                               |         |        |            | 95,723  |        
|Expenses:           |                                                              |                                              |                         |                                     |         |                                      |         |       
|                    | Claim and claim settlement expenses before SPR contract      |                                              |                         | 80,103                              |         |                                      |         | 80,103 |           
|                    | Claim and claim settlement expenses ceded under SPR contract |                                              |                         | (26,634                             | )       |                                      |         |       |           
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              |                         | Claim and claim settlement expenses |         |                                      | 53,469  |        |            |         | 80,103  |  
|                    |                                                              | Policy acquisition costs before SPR contract |                         |                                     | 13,990  |                                      |         |        | 13,990     |        
|                    |                                                              | Ceding commissions under SPR contract        |                         |                                     | (18,509 | )                                    |         |        |           |        
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              |                         | Policy acquisition costs            |         |                                      | (4,519  | )      |            |         | 13,990  |  
|                    | General and administrative expenses                          |                                              |                         | 15,353                              |         |                                      |         | 17,391 |           
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              | Total expenses          |                                     |         | 64,303                               |         |        |            | 111,484 |        
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              |                         | Loss from operations                |         |                                      | (14,241 | )      |            |         | (15,761 | )
|                    | Interest expense                                             |                                              |                         | 511                                 |         |                                      |         | 511    |           
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              |                         | Loss before income taxes            |         |                                      | (14,752 | )      |            |         | (16,272 | )
|                    |                                                              | Income tax expense                           |                         |                                     | 8,943   |                                      |         |        | 8,943      |        
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              | Net loss                |                                     | $       | (23,695                              | )       |        | $          | (25,215 | )      
|                    |                                                              |                                              |                         |                                     |         |                                     
|Net loss per share: |                                                              |                                              |                         |                                     |         |                                      |         |       
|                    |                                                              |                                              | Basic loss per share    |                                     | $       | (2.30                                | )       |        | $          | (2.45   | )      
|                    |                                                              |                                              |                         |                                     |         |                                     
|                    |                                                              |                                              | Diluted loss per share  |                                     | $       | (2.30                                | )       |        | $          | (2.45   | )      
|                    |                                                              |                                              |                         |                                     |         |                                     

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|                                                     |                                                                                                                         |                                               |                            |                                            |         |                   |         |        |            |         |         | 
|---------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | -------------------------- | ------------------------------------------ | ------- | ----------------- | ------- | ------ | ---------- | ------- | ------- | 
|                                                     |                                                                                                                         |                                               |                            |                                            |         | December 31, 2001 |        
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                   |        
|                                                     |                                                                                                                         |                                               |                            |                                            |         | As Reported       |         |        | As Revised |        
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                   |         |        |            |        
|                                                     |                                                                                                                         |                                               |                            | ASSETS                                     |         |                   |         |        |            |         |         | 
|Investments at fair value, amortized cost of $87,809 |                                                                                                                         | $                                             | 89,166                     |                                            |         | $                 | 89,166  |       
|Cash and cash equivalents                            |                                                                                                                         |                                               | 3,425                      |                                            |         |                   | 3,425   |       
|Accrued investment income                            |                                                                                                                         |                                               | 1,133                      |                                            |         |                   | 1,133   |       
|Premiums receivable, less allowance of $436          |                                                                                                                         |                                               | 6,665                      |                                            |         |                   | 6,665   |       
|Deposit recoverable                                  |                                                                                                                         |                                               |                           |                                            |         |                   | 17,635  |       
|Reinsurance recoverables:                            |                                                                                                                         |                                               |                            |                                            |         |                   |         |       
|                                                     |                                                                                                                         | On unpaid claim and claim settlement expenses |                            |                                            | 108,687 |                   |         |        | 90,115     |        
|                                                     |                                                                                                                         | On paid claim and claim settlement expenses   |                            |                                            | 3,039   |                   |         |        | 3,039      |        
|                                                     |                                                                                                                         | Prepaid reinsurance premiums                  |                            |                                            | 7,790   |                   |         |        |           |        
|Deferred policy acquisition costs                    |                                                                                                                         |                                               | 1,214                      |                                            |         |                   | 1,214   |       
|Furniture and equipment, net                         |                                                                                                                         |                                               | 1,824                      |                                            |         |                   | 1,824   |       
|Other assets                                         |                                                                                                                         |                                               | 4,091                      |                                            |         |                   | 4,091   |       
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  
|                                                     |                                                                                                                         |                                               |                            | Total assets                               |         | $                 | 227,034 |        |            | $       | 218,307 | 
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  
|                                                     |                                                                                                                         |                                               |                            | LIABILITIES AND SHAREHOLDERS EQUITY       |         |                   |         |        |            |         |         | 
|Unpaid claim and claim settlement expenses           |                                                                                                                         | $                                             | 181,310                    |                                            |         | $                 | 181,310 |       
|Unearned premiums                                    |                                                                                                                         |                                               | 9,738                      |                                            |         |                   | 9,738   |       
|Accrued expenses and other liabilities               |                                                                                                                         |                                               | 15,744                     |                                            |         |                   | 8,537   |       
|Note payable                                         |                                                                                                                         |                                               | 4,500                      |                                            |         |                   | 4,500   |       
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  
|                                                     |                                                                                                                         |                                               | Total liabilities          |                                            |         | 211,292           |         |        |            | 204,085 |        
|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 10,302,000 shares at December 31, 2001 |                                               |                            | 20,688                                     |         |                   |         | 20,688 |           
|                                                     | Retained deficit                                                                                                        |                                               |                            | (5,828                                     | )       |                   |         | (7,348 | )         
|                                                     | Accumulated other comprehensive income                                                                                  |                                               |                            | 882                                        |         |                   |         | 882    |           
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  
|                                                     |                                                                                                                         |                                               | Total shareholders equity |                                            |         | 15,742            |         |        |            | 14,222  |        
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  
|                                                     |                                                                                                                         |                                               |                            | Total liabilities and shareholders equity |         | $                 | 227,034 |        |            | $       | 218,307 | 
|                                                     |                                                                                                                         |                                               |                            |                                            |         |                  

Given the required change in accounting, the agreement no longer provided
the benefits to the organization that were desired. As a result, we negotiated
a commutation (the Termination) of this agreement with SPR in December 2002.
In connection with the Termination, we received $28.8 million in cash in
December 2002 representing a return of all deposits made under the agreement
less claim reimbursements for claims paid through December 2002. In 2002, we
recorded a gain on the Termination totaling approximately $1.0 million
representing the difference between the deposit receivable balance and the
amount received from SPR.

In addition to the above disclosed effects of this change in accounting
under Generally Accepted Accounting Principles, our statutory surplus would
have decreased by $4.3 million from $19.5 million as previously filed to
approximately $14.7 million at December 31, 2001, including statutory
adjustments to recorded deferred tax assets. Had we accounted for this
agreement under deposit accounting standards originally, this level of
statutory surplus and the resulting risk-based capital computation would have
required ACIC to file a company action plan with the Minnesota Department of
Commerce (MNDOC). We notified the Department of these changes and received a
letter dated February 18, 2003 indicating that the MNDOC will not require us to
file revised statutory-basis financial statements for the year ended December
31, 2001. Rather, we will reflect the impact of the change in accounting as a
direct charge to surplus as of January 1, 2002 in the statutory-basis financial
statements for the year ended December 31, 2002. Based on the results of
operations in 2002 and the Termination of the agreement with SPR, ACICs
statutory-basis capital and surplus as of December 31, 2002 and related
risk-based capital computation is substantially in excess of levels that would
require any regulatory action.

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NOTE 3  INCOME PER SHARE

Basic income (loss) per share (IPS) is computed by dividing net (loss) income
by the weighted average number of common shares outstanding for the period.
Diluted IPS is computed by dividing net (loss) income by the weighted average
number of common shares and dilutive securities outstanding for the period.
Dilutive securities consist of stock options. 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 (loss) income per share:

|                                            |                                  |   |            |   |  |      |            |   |      |   |            |        | 
|------------------------------------------- | -------------------------------- | - | ---------- | - |  | ---- | ---------- | - | ---- | - | ---------- | ------ | 
|                                            |                                  |   | 2001       |   |  | 2000 |            |   | 1999 |  
|                                            |                                  |   |            |   |  |      |            |   |      |  
|                                            |                                  |   | (Revised)  |   |  |      |            |   |      |   |            |       
|Net (loss) income (000s)                   |                                  | $ | (25,215    | ) |  | $    | (9,708     | ) |      | $ | 6,167      |       
|                                            |                                  |   |            |   |  |      |            |   |     
|Basic weighted average shares outstanding   |                                  |   | 10,304,000 |   |  |      | 10,855,000 |   |      |   | 12,291,000 |       
|                                            | Effect of dilutive stock options |   |            |  |  |      |            |  |      |   |            | 69,000 | 
|                                            |                                  |   |            |   |  |      |            |   |     
|Diluted weighted average shares outstanding |                                  |   | 10,304,000 |   |  |      | 10,855,000 |   |      |   | 12,360,000 |       
|                                            |                                  |   |            |   |  |      |            |   |     
|Basic (loss) income per share               |                                  | $ | (2.45      | ) |  | $    | (0.89      | ) |      | $ | 0.50       |       
|                                            |                                  |   |            |   |  |      |            |   |     
|Diluted (loss) income per share             |                                  | $ | (2.45      | ) |  | $    | (0.89      | ) |      | $ | 0.50       |       
|                                            |                                  |   |            |   |  |      |            |   |     

Options to purchase 1.5 million shares of common stock at prices ranging
from $0.99 to $19.33 were outstanding during 2001 and options to purchase 1.2
million shares of common stock at prices ranging from $2.67 to $19.33 were
outstanding in 2000 but excluded from the computation of diluted IPS due to our
2001 and 2000 net losses. Diluted weighted average shares outstanding would
have increased by 8,000 shares and 16,000 shares in 2001 and 2000,
respectively, had these shares not been anti-dilutive in the computation.

NOTE 4  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 |          
|2001                       |                   | Cost |           |        | Gains |            |       | Losses |            |       | Value |     
|                           |                   |      |           |        |       |            |       |        |            |       |       |     
|U.S. government securities |                   | $    | 25,921    |        |       | $          | 524   |        |            | $     | (108  | )    |           | $ | 26,337 |       
|Corporate securities       |                   |      | 16,908    |        |       |            | 317   |        |            |       | (67   | )    |           |   | 17,158 |       
|Asset-backed securities    |                   |      | 506       |        |       |            | 4     |        |            |       |      |      |           |   | 510    |       
|Mortgage-backed securities |                   |      | 44,474    |        |       |            | 812   |        |            |       | (125  | )    |           |   | 45,161 |       
|                           |                   |      |           |        |       |            |       |        |            |       |       |     
|                           | Total investments |      | $         | 87,809 |       |            | $     | 1,657  |            |       | $     | (300 | )         |   | $      | 89,166 | 
|                           |                   |      |           |        |       |            |       |        |            |       |       |     

|                                |                   |      |           |        |       |            |       |        |            |       |       |      |           |   |        |        | 
|------------------------------- | ----------------- | ---- | --------- | ------ | ----- | ---------- | ----- | ------ | ---------- | ----- | ----- | ---- | --------- | - | ------ | ------ | 
|                                |                   |      |           |        |       |            | Gross |        |            | Gross |       |      | Estimated |  
|                                |                   |      | Amortized |        |       | Unrealized |       |        | Unrealized |       |       | Fair |          
|2000                            |                   | Cost |           |        | Gains |            |       | Losses |            |       | Value |     
|                                |                   |      |           |        |       |            |       |        |            |       |       |     
|Tax-exempt municipal securities |                   | $    | 55,450    |        |       | $          | 377   |        |            | $     | (147  | )    |           | $ | 55,680 |       
|U.S. government securities      |                   |      | 14,568    |        |       |            | 326   |        |            |       |      |      |           |   | 14,894 |       
|Corporate securities            |                   |      | 10,514    |        |       |            | 11    |        |            |       | (210  | )    |           |   | 10,315 |       
|Asset-backed securities         |                   |      | 2,000     |        |       |            | 3     |        |            |       |      |      |           |   | 2,003  |       
|Mortgage-backed securities      |                   |      | 13,989    |        |       |            | 86    |        |            |       | (137  | )    |           |   | 13,938 |       
|                                |                   |      |           |        |       |            |       |        |            |       |       |     
|                                | Total investments |      | $         | 96,521 |       |            | $     | 803    |            |       | $     | (494 | )         |   | $      | 96,830 | 
|                                |                   |      |           |        |       |            |       |        |            |       |       |     

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 $18.6 million and $12.2 million at December 31, 2001 and 2000,
respectively.

Additionally, included in investments are U.S. government securities pledged as
collateral against a letter of credit provided to an insurer, with a fair value
of $2.6 million at December 31, 2001.

Fixed Maturities by Maturity Date- The following table presents the amortized
cost and fair value of investments by contractual maturity at December 31,
2001. Actual maturities may differ from those stated as a result of calls and
prepayments (000s):

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|                                                   |                   |      |           |        |       |           |           |        | 
|-------------------------------------------------- | ----------------- | ---- | --------- | ------ | ----- | --------- | --------- | ------ | 
|                                                   |                   |      |           |        |       |           | Estimated |       
|                                                   |                   |      | Amortized |        |       | Amortized |          
|Maturing In:                                       |                   | Cost |           |        | Value |          
|                                                   |                   |      |           |        |       |          
|One year or less                                   |                   | $    | 2,846     |        |       | $         | 2,891     |       
|Over one year through five years                   |                   |      | 13,268    |        |       |           | 13,667    |       
|Over five years through ten years                  |                   |      | 16,101    |        |       |           | 16,388    |       
|Over ten years                                     |                   |      | 11,120    |        |       |           | 11,059    |       
|Mortgage-backed securities with various maturities |                   |      | 44,474    |        |       |           | 45,161    |       
|                                                   |                   |      |           |        |       |          
|                                                   | Total investments |      | $         | 87,809 |       |           | $         | 89,166 | 
|                                                   |                   |      |           |        |       |          

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

|                               |  |   |       |  |  |           |       |  |      |   |       |      |  |   |       | 
|------------------------------ |  | - | ----- |  |  | --------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                               |  |   |       |  |  | 2001      |       |  | 2000 |   |       | 1999 | 
|                               |  |   |       |  |  |           |       |  |      |   |       |      | 
|                               |  |   |       |  |  | (Revised) |       |  |      |   |       |      |  |   |      
|Fixed maturity investments     |  |   |       |  |  | $         | 5,599 |  |      | $ | 5,519 |      |  | $ | 6,318 | 
|Interest on deposit receivable |  |   |       |  |  |           | 518   |  |      |   |      |      |  |   |      | 
|Short-term investments         |  |   |       |  |  |           | 286   |  |      |   | 185   |      |  |   | 133   | 
|Other                          |  |   |       |  |  |           | 12    |  |      |   | 48    |      |  |   | 59    | 
|                               |  |   |       |  |  |           |       |  |      |   |       |      | 
|Investment income              |  | $ | 6,415 |  |  | $         | 5,752 |  |      | $ | 6,510 |     
|                               |  |   |       |  |  |           |       |  |      |   |       |      | 

NOTE 5  REINSURANCE

Our financial statements reflect the effects of ceded reinsurance transactions.
We purchase reinsurance to protect us from potential losses in excess of the
level we are willing to accept. Our primary reinsurance is excess of loss
coverage that limits our per-incident exposure.

We report reinsurance related balances on a gross basis on the balance
sheet, resulting in reinsurance recoverable amounts on paid and on 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 $330,000, $310,000 and $290,000 per
occurrence during 2001, 2000 and 1999, respectively, to the Minnesota Workers
Compensation Reinsurance Association (WCRA). In our non-Minnesota states, our
per-incident exposure was $300,000 in 2001, 2000 and 1999. We purchased this
non-Minnesota coverage from a single reinsurer.

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 lesser of $300,000 or 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 $400,000 of the deferred gain as a reduction of claim and claim
settlement expenses in each of 2001 and 2000 and $740,000 in 1999 resulting in
an unamortized deferred gain of $449,000 at December 31, 2001. 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. This contract was terminated effective December 31,
2000; however, the policy was effective in 2001 for policies in force at
December 31, 2000 through expiration, not to exceed fifteen months after the
effective termination date. Policies written or renewing after December 31,
2000 are not covered under this lower level excess of loss reinsurance policy.

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):

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|                                                                    |                                                                       |   |           |        |  |      |        |        | 
|------------------------------------------------------------------- | --------------------------------------------------------------------- | - | --------- | ------ |  | ---- | ------ | ------ | 
|                                                                    |                                                                       |   | 2001      |        |  | 2000 |       
|                                                                    |                                                                       |   |           |        |  |      |       
|                                                                    |                                                                       |   | (Revised) |        |  |      |        |       
|Excess of loss reinsurance through various reinsurers               |                                                                       | $ | 90,115    |        |  | $    | 61,223 |       
|Quota-share reinsurance for 1992 to 1994 through a single reinsurer |                                                                       |   |          |        |  |      | 622    |       
|                                                                    |                                                                       |   |           |        |  |     
|                                                                    | Reinsurance recoverable on unpaid claim and claim settlement expenses |   | $         | 90,115 |  |      | $      | 61,845 | 
|                                                                    |                                                                       |   |           |        |  |     

The effect of ceded reinsurance on premiums written and claim and claim settlement expenses are as follows (000s):

|                                     |        |                                         |   |           |        |  |      |         |        |      |   |         |        | 
|------------------------------------ | ------ | --------------------------------------- | - | --------- | ------ |  | ---- | ------- | ------ | ---- | - | ------- | ------ | 
|                                     |        |                                         |   | 2001      |        |  | 2000 |         |        | 1999 |  
|                                     |        |                                         |   |           |        |  |      |         |        |      |  
|                                     |        |                                         |   | (Revised) |        |  |      |         |        |      |   |         |       
|Premiums written:                    |        |                                         |   |           |        |  |      |         |        |      |   |        
|                                     | Direct |                                         | $ | 94,703    |        |  | $    | 95,566  |        |      | $ | 88,966  |       
|                                     | Ceded  |                                         |   | (11,363   | )      |  |      | (17,724 | )      |      |   | (18,008 | )     
|                                     |        |                                         |   |           |        |  |      |         |       
|                                     |        | Net premiums written                    |   | $         | 83,340 |  |      | $       | 77,842 |      |   | $       | 70,958 | 
|                                     |        |                                         |   |           |        |  |      |         |       
|Claim and claim settlement expenses: |        |                                         |   |           |        |  |      |         |        |      |   |        
|                                     | Direct |                                         | $ | 128,734   |        |  | $    | 105,133 |        |      | $ | 67,465  |       
|                                     | Ceded  |                                         |   | (48,631   | )      |  |      | (32,704 | )      |      |   | (24,142 | )     
|                                     |        |                                         |   |           |        |  |      |         |       
|                                     |        | Net claim and claim settlement expenses |   | $         | 80,103 |  |      | $       | 72,429 |      |   | $       | 43,323 | 
|                                     |        |                                         |   |           |        |  |      |         |       

The reinsurance recoverable on paid claim and claim settlement expenses
consists primarily of receivables from paid claim and claim settlement expenses
that were submitted to but not yet reimbursed by reinsurers at December 31,
2001 and 2000.

NOTE 6  UNPAID CLAIM AND CLAIM SETTLEMENT EXPENSES

As described in Note 1, we establish unpaid claim and claim settlement expense
reserves on reported and unreported claims for insured losses. The
establishment of appropriate reserves is an inherently uncertain process.
Furthermore, estimating ultimate reserves is difficult due to our relatively
limited historical claim data and small claim population. Estimates are
further complicated by the extended periods of time that elapse between the
date the loss occurs and the date the loss is reported and ultimately settled.
Reserve estimates are regularly reviewed and updated, using the most current
information available. Any resulting adjustments, which may be material, are
reflected in current operations.

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):

|                           |                                                         |                |         |           |        |   |         |         |        |      |        |         |        | 
|-------------------------- | ------------------------------------------------------- | -------------- | ------- | --------- | ------ | - | ------- | ------- | ------ | ---- | ------ | ------- | ------ | 
|                           |                                                         |                |         | 2001      |        |   | 2000    |         |        | 1999 |       
|                           |                                                         |                |         |           |        |   |         |         |        |      |       
|                           |                                                         |                |         | (Revised) |        |   |         |         |        |      |        |         |       
|Balance at January 1       |                                                         | $              | 128,841 |           |        | $ | 99,831  |         |        | $    | 97,269 |        
|                           | Less reinsurance recoverables                           |                |         | (61,845   | )      |   |         | (41,179 | )      |      |        | (21,403 | )     
|                           | Plus deferred gain on retrospective reinsurance         |                |         | 849       |        |   |         | 1,249   |        |      |        | 1,989   |       
|                           |                                                         |                |         |           |        |   |         |         |       
|Net balance at January 1   |                                                         |                | 67,845  |           |        |   | 59,901  |         |        |      | 77,855 |        
|Incurred related to:       |                                                         |                |         |           |        |   |         |         |        |      |        |        
|                           | Current year                                            |                |         | 73,557    |        |   |         | 56,900  |        |      |        | 52,176  |       
|                           | Prior years                                             |                |         | 7,731     |        |   |         | 15,929  |        |      |        | (8,113  | )     
|                           | Write-off of reinsurance recoverable                    |                |         | (785      | )      |   |         |        |        |      |        |        |       
|                           | Amortization of deferred retrospective reinsurance gain |                |         | (400      | )      |   |         | (400    | )      |      |        | (740    | )     
|                           |                                                         |                |         |           |        |   |         |         |       
|                           |                                                         | Total incurred |         |           | 80,103 |   |         |         | 72,429 |      |        |         | 43,323 | 
|Paid related to:           |                                                         |                |         |           |        |   |         |         |        |      |        |        
|                           | Current year                                            |                |         | 25,062    |        |   |         | 28,154  |        |      |        | 26,897  |       
|                           | Prior years                                             |                |         | 31,242    |        |   |         | 36,331  |        |      |        | 34,380  |       
|                           |                                                         |                |         |           |        |   |         |         |       
|                           |                                                         | Total paid     |         |           | 56,304 |   |         |         | 64,485 |      |        |         | 61,277 | 
|                           |                                                         |                |         |           |        |   |         |         |       
|Net balance at December 31 |                                                         |                | 91,644  |           |        |   | 67,845  |         |        |      | 59,901 |        
|                           | Plus reinsurance recoverables                           |                |         | 90,115    |        |   |         | 61,845  |        |      |        | 41,179  |       
|                           | Plus deferred gain on retrospective reinsurance         |                |         | (449      | )      |   |         | (849    | )      |      |        | (1,249  | )     
|                           |                                                         |                |         |           |        |   |         |         |       
|Balance at December 31     |                                                         | $              | 181,310 |           |        | $ | 128,841 |         |        | $    | 99,831 |        
|                           |                                                         |                |         |           |        |   |         |         |       

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Changes in estimates of unpaid claim and claim settlement expenses for
prior years increased the provision for claim and claim settlement expenses by
$7.7 million in 2001, increased the provision for claim and claim settlement
expenses by $15.9 million in 2000 and decreased the provision for claim and
claim settlement expenses by $8.1 million in 1999. Our estimate for unpaid
claim and claim settlement expenses increased in 2001 due to the following:
(i) we increased the estimated liability for second injury funds and our
mandatory participation in state and national assigned risk pool operating
results for states in which we operate, (ii) our estimate of the liability for
unpaid claim and claim settlement expenses is difficult and volatile due to our
relatively limited historical claim data and small claim population, and (iii)
we increased the estimated liability for claims in our closed Missouri and
Massachusetts regions.

NOTE 7  NOTES PAYABLE

In March 2000, we borrowed $8.0 million under a term loan agreement to fund the
repurchase of common stock from certain of our shareholders and simultaneously
entered into a $2.0 million revolving credit facility to be used for general
corporate purposes. The revolving credit facility was terminated early in
2001. We paid $1.0 million in principal on the term loan in 2000 and an
additional $2.5 million in 2001. The term loan accrues interest, payable
quarterly. We may elect to pay an adjusted LIBOR or bank reference rate on the
term loan (adjusted LIBOR was 8.22% and 9.34% at December 31, 2001 and 2000,
respectively).

At December 31, 2001, we failed to meet certain financial covenants
related to the term loan. We paid an additional $1.0 million in principal in
February 2002 and the term loan agreement was amended in March 2002. Under the
amendment, term loan principal payments were adjusted and covenants were
amended in return for waivers of the financial covenants under the term loan
agreement. We believe that we will be in compliance with the amended financial
covenants throughout 2002.

The amended term loan requires principal payments as follows (000s):

|             |  |   |       | 
|------------ |  | - | ----- | 
|             |  |   |       | 
|December 31, |  |   |       | 
|2002         |  | $ | 2,250 | 
|2003         |  |   | 2,250 | 

The amended term loan is collateralized by the stock of ACIC and is
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 ratings. The agreement also restricts
dividends, purchases and redemptions or retirements of common stock.

NOTE 8  INCOME TAXES

We compute all income tax amounts using the liability method. Under this
method, deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their reported amounts using presently enacted tax rates.
Deferred tax assets are recognized for tax credit and net operating loss
carry-forwards, reduced by a valuation allowance which is established when it
is more likely than not that some portion or all of the deferred tax assets
will not be realized. The effect on deferred tax assets and liabilities of a
change in tax rates or regulations is recognized in income in the period that
includes the enactment date.

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

|          |         |                                      |   |       |       |  |      |        |        |      |   |       |       | 
|--------- | ------- | ------------------------------------ | - | ----- | ----- |  | ---- | ------ | ------ | ---- | - | ----- | ----- | 
|          |         |                                      |   | 2001  |       |  | 2000 |        |        | 1999 |  
|          |         |                                      |   |       |       |  |      |        |        |      |  
|Current:  |         |                                      |   |       |       |  |      |        |        |      |   |      
|          | Federal |                                      | $ |      |       |  | $    | (320   | )      |      | $ | 1,056 |      
|          | State   |                                      |   | 242   |       |  |      | 100    |        |      |   | 104   |      
|          |         |                                      |   |       |       |  |      |        |       
|          |         | Total current tax expense (benefit)  |   |       | 242   |  |      |        | (220   | )    |   |       | 1,160 | 
|Deferred: |         |                                      |   |       |       |  |      |        |        |      |   |      
|          | Federal |                                      |   | 8,585 |       |  |      | (5,558 | )      |      |   | 1,031 |      
|          | State   |                                      |   | 116   |       |  |      | 39     |        |      |   | (267  | )    
|          |         |                                      |   |       |       |  |      |        |       
|          |         | Total deferred tax expense (benefit) |   |       | 8,701 |  |      |        | (5,519 | )    |   |       | 764   | 
|          |         |                                      |   |       |       |  |      |        |       
|          |         | Income tax expense (benefit)         |   | $     | 8,943 |  |      | $      | (5,739 | )    |   | $     | 1,924 | 
|          |         |                                      |   |       |       |  |      |        |       

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

|                                                                     |                                                       |                              |        |           |       |   |        |      |        |      |       |      |       | 
|-------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------- | ------ | --------- | ----- | - | ------ | ---- | ------ | ---- | ----- | ---- | ----- | 
|                                                                     |                                                       |                              |        | 2001      |       |   | 2000   |      |        | 1999 |      
|                                                                     |                                                       |                              |        |           |       |   |        |      |        |      |      
|                                                                     |                                                       |                              |        | (Revised) |       |   |        |      |        |      |       |      |      
|Federal income tax (benefit) expense at 35%                          |                                                       | $                            | (5,695 | )         |       | $ | (5,406 | )    |        | $    | 2,832 |     
|Increase (reduction) in income tax expense (benefit) resulting from: |                                                       |                              |        |           |       |   |        |      |        |      |       |     
|                                                                     | State income taxes, net of federal income tax benefit |                              |        | 228       |       |   |        | 58   |        |      |       | 23   |      
|                                                                     | Tax-exempt investment income                          |                              |        | (48       | )     |   |        | (814 | )      |      |       | (930 | )    
|                                                                     | Deferred income tax valuation allowance               |                              |        | 14,560    |       |   |        |     |        |      |       |     |      
|                                                                     | Other                                                 |                              |        | (102      | )     |   |        | 423  |        |      |       | (1   | )    
|                                                                     |                                                       |                              |        |           |       |   |        |      |       
|                                                                     |                                                       | Income tax expense (benefit) |        | $         | 8,943 |   |        | $    | (5,739 | )    |       | $    | 1,924 | 
|                                                                     |                                                       |                              |        |           |       |   |        |      |       

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
assets, included within other assets, are as follows (000s):

|                                           |                          |                                                    |                     |        |           |         |       |        |        |   | 
|------------------------------------------ | ------------------------ | -------------------------------------------------- | ------------------- | ------ | --------- | ------- | ----- | ------ | ------ | - | 
|                                           |                          |                                                    |                     |        | 2001      |         |       | 2000   |       
|                                           |                          |                                                    |                     |        |           |         |       |        |       
|                                           |                          |                                                    |                     |        | (Revised) |         |       |        |        |  
|Unpaid claim and claim settlement expenses |                          | $                                                  | 6,038               |        |           | $       | 4,465 |       
|Net operating loss carry-forward           |                          |                                                    | 6,925               |        |           |         | 4,148 |       
|Accrued second injury funds                |                          |                                                    | 2,670               |        |           |         | 1,466 |       
|Unearned premiums                          |                          |                                                    | 935                 |        |           |         | 1,309 |       
|Office closure costs                       |                          |                                                    | 380                 |        |           |         |      |       
|Retrospective reinsurance                  |                          |                                                    | 158                 |        |           |         | 297   |       
|Other                                      |                          |                                                    | 652                 |        |           |         | 560   |       
|                                           |                          |                                                    |                     |        |           |        
|                                           | Deferred tax assets      |                                                    |                     | 17,758 |           |         |       | 12,245 |       
|Net unrealized gain on securities          |                          |                                                    | (475                | )      |           |         | (105  | )     
|Deferred policy acquisition costs          |                          |                                                    | (427                | )      |           |         | (473  | )     
|Depreciation                               |                          |                                                    | (296                | )      |           |         | (408  | )     
|                                           |                          |                                                    |                     |        |           |        
|                                           | Deferred tax liabilities |                                                    |                     | (1,198 | )         |         |       | (986   | )     
|                                           |                          |                                                    |                     |        |           |        
|                                           |                          | Net deferred tax assets before valuation allowance |                     |        | 16,560    |         |       |        | 11,259 |  
|                                           |                          |                                                    | Valuation allowance |        |           | (14,560 | )     |        |        |  | 
|                                           |                          |                                                    |                     |        |           |        
|                                           |                          | Net deferred tax assets                            |                     | $      | 2,000     |         |       | $      | 11,259 |  
|                                           |                          |                                                    |                     |        |           |        

In assessing the realizability of deferred tax assets, we consider recent
operating results, the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies. At December 31,
2001, we established a $14.5 million valuation allowance against deferred tax
assets resulting in a corresponding increase in income tax expense as a result
of this analysis. We expect the remaining deferred tax assets, net of the
valuation allowance, at December 31, 2001 to be realized as a result of the
reversal of existing taxable temporary differences in the future. No valuation
allowance was provided against the deferred tax assets recorded in 2000 or
1999. Deferred tax assets are included in other assets on the Consolidated
Balance Sheet.

We have net operating loss carry-forwards available totaling approximately
$18.8 million that expire in 2020 and 2021.

Income taxes receivable were approximately $83,000 and $1.7 million at
December 31, 2001 and 2000, respectively, and are included in other assets.

NOTE 9  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

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different 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 in the most recent three
years completed through 2001:

|                                          |  |           |        |  |          |   |      | 
|----------------------------------------- |  | --------- | ------ |  | -------- | - | ---- | 
|                                          |  | Shares    |        |  | Purchase |  
|Phase:                                    |  | Purchased |        |  | Price    |  
|                                          |  |           |        |  |          |  
|Beginning April 1998, expiring April 1999 |  |           | 27,143 |  |          | $ | 3.88 | 
|Beginning April 1999, expiring April 2000 |  |           | 39,154 |  |          | $ | 3.19 | 
|Beginning April 2000, expiring April 2001 |  |           | 18,979 |  |          | $ | 1.70 | 

The seventh one-year phase began in April 2001 and expires in April 2002.

Our liability for employee contributions withheld at December 31, 2001 and
2000 for the purchase of shares in April 2002 and April 2001 under the ESPP was
$39,000 and $72,000, respectively.

1994 Stock Plan-The 1994 Stock Plan provides for awards of qualified and
non-qualified stock options. 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, 1999   |           |  | 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 |     
|                           | Granted   |  |           | 155,500  |   |               |          | 5.13 |        |  |         |         |  |          |      |     | 
|                           | Canceled  |  |           | (537,583 | ) |               |          | 6.71 |        |  |         |         |  |          |      |     | 
|                           |           |  |           |          |   |               |          |      |        |  |         |         
|Balance, December 31, 2000 |           |  | 641,453   |          |   |               | 6.28     |      |        |  | 526,451 |          |  |          | 6.66 |     
|                           | Granted   |  |           | 127,000  |   |               |          | 2.06 |        |  |         | 400,000  |  |          |      | 0.99 | 
|                           | Canceled  |  |           | (148,679 | ) |               |          | 5.36 |        |  |         |         |  |          |      |     | 
|                           |           |  |           |          |   |               |          |      |        |  |         |         
|Balance, December 31, 2001 |           |  | 619,774   |          |   | $             | 5.64     |      |        |  | 926,451 |          |  | $        | 4.21 |     
|                           |           |  |           |          |   |               |          |      |        |  |         |         

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.

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The following table summarizes the options outstanding and exercisable at December 31, 2001:

|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |         |          |  |   |      |          |  | 
|---------------------------- | --------------- | ------- |  | ------------------- | ---- |  | ------------------- | ----- |  | -------- | ------- |  | ------- | ----- | ------- | -------- |  | - | ---- | -------- |  | 
|                             |                 |         |  | Options Outstanding |      |  | Options Exercisable |      
|                             |                 |         |  |                     |      |  |                     |      
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |         |          |  |   |      | Weighted | 
|                             |                 |         |  | Number              |      |  | Weighted Average    |       |  | Number   |         |  | Average |      
|                             |                 |         |  | of                  |      |  | Contractual         |       |  | Exercise |         |  | of      |       |         | Exercise | 
|Exercise Price Range         |                 | Options |  |                     | Life |  |                     | Price |  |          | Options |  |         | Price |        
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |        
|Qualified stock options:     |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |         |          |  |   |      |         
|                             | $0.99 - $  2.94 |         |  | 107,000             |      |  | 9.6 years           |       |  | $        | 1.70    |  |         |       | 20,000  |          |  | $ | 1.03 |         
|                             | 4.00 -     5.44 |         |  | 254,444             |      |  | 8.0 years           |       |  |          | 4.96    |  |         |       | 104,890 |          |  |   | 5.04 |         
|                             | 7.00 -   19.33  |         |  | 258,330             |      |  | 6.0 years           |       |  |          | 7.93    |  |         |       | 270,007 |          |  |   | 7.91 |         
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |        
|                             | $0.99 - $19.33  |         |  | 619,774             |      |  | 7.4 years           |       |  | $        | 5.64    |  |         |       | 394,897 |          |  | $ | 6.80 |         
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |        
|Non-qualified
stock options: |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |         |          |  |   |      |         
|                             | $0.99 - $  2.67 |         |  | 403,750             |      |  | 9.9 years           |       |  | $        | 1.01    |  |         |       | 83,750  |          |  | $ | 1.07 |         
|                             | 4.50 -   15.88  |         |  | 522,701             |      |  | 6.0 years           |       |  |          | 6.69    |  |         |       | 511,590 |          |  |   | 6.73 |         
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |        
|                             | $0.99 - $15.88  |         |  | 926,451             |      |  | 7.7 years           |       |  | $        | 4.21    |  |         |       | 595,340 |          |  | $ | 5.94 |         
|                             |                 |         |  |                     |      |  |                     |       |  |          |         |  |         |       |        

Non-Qualified Common Stock Options-Certain non-qualified options were issued
prior to the onset of the 1994 Stock Plan. At January 1, 1999, 320,000
non-qualified options were outstanding at an exercise price of $2.00 per share.
These options were exercised in their entirety during 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, we recorded a reduction of income taxes payable and
increased common stock by $532,000 to reflect the exercise.

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 (loss) income and basic and dilutive net (loss) income
per share would approximate the following pro forma amounts (in 000s, except
per share data):

|                                      |             |  |           |         |   |      |   |         |      |  |   |       | 
|------------------------------------- | ----------- |  | --------- | ------- | - | ---- | - | ------- | ---- |  | - | ----- | 
|                                      |             |  | 2001      |         |   | 2000 |   |         | 1999 | 
|                                      |             |  |           |         |   |      |   |         |      | 
|                                      |             |  | (Revised) |         |   |      |   |         |      |  |   |      
|Net (loss) income:                    |             |  |           |         |   |      |   |         |      |  |   |      
|                                      | As reported |  | $         | (25,215 | ) |      | $ | (9,708  | )    |  | $ | 6,167 | 
|                                      | Pro forma   |  |           | (25,702 | ) |      |   | (10,507 | )    |  |   | 5,060 | 
|Basic net (loss) income per share:    |             |  |           |         |   |      |   |         |      |  |   |      
|                                      | As reported |  |           | (2.45   | ) |      |   | (0.89   | )    |  |   | 0.50  | 
|                                      | Pro forma   |  |           | (2.49   | ) |      |   | (0.97   | )    |  |   | 0.41  | 
|Dilutive net (loss) income per share: |             |  |           |         |   |      |   |         |      |  |   |      
|                                      | As reported |  |           | (2.45   | ) |      |   | (0.89   | )    |  |   | 0.50  | 
|                                      | Pro forma   |  |           | (2.49   | ) |      |   | (0.97   | )    |  |   | 0.41  | 

The weighted average fair value of options granted under the ESPP and 1994
Stock Plan during 2001, 2000 and 1999 is estimated at $1.10, $2.24 and $2.53,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following assumptions: no dividend yield; volatility of 182.8% in
2001, 64.6% in 2000 and 64.3% in 1999; risk-free interest rates ranging from
1.66% to 7.70%; and an expected life of 1 to 5 years.

Employment Contracts-We entered into one-year employment agreements with our
Chairman, David C. Prosser, President and Chief Executive Officer, J. Alexander
Fjelstad, and Executive Vice President, Alfred L. LaTendresse beginning
December 13, 2001. Under these agreements, each receives a base salary,
subject to review annually for increase by our Board of Directors. Mr. Prosser
receives $250,000 which includes $30,000 for his services as Chairman of the
Board and $220,000 in base salary. Mr. Fjelstad receives a base salary of
$275,000 and Mr. LaTendresse a base salary of $200,000. In addition to base
salary, each is eligible for bonuses and expense reimbursements. We also
provide these individuals with health, dental, life and disability insurance
consistent with that provided to other officers and employees. Additionally,
Mr. Fjelstad and Mr. LaTendresse were each granted 200,000 non-qualified
options at $0.99 per share on December 13, 2001. Mr. Prosser was granted
200,000 non-qualified options on February 6, 2002 at $1.21 per share.

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Employment agreements with Carl B. Lehmann, our former President and Chief
Executive Officer expired during 2001 and Mr. Lehmann terminated his employment
with us on December 12, 2001. Under supplemental agreements with Mr. Lehmann
in 2000 and 2001, we paid him stay bonuses of $200,000 on January 15, 2001
and $100,000 on June 30, 2001.

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
contributions made by employees. Expense recognized for 2001, 2000 and 1999
was $316,000, $152,000 and $151,000, 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 2001, 2000 or 1999.

Other Employee Benefit Plans- We maintained bonus plans in 2001, 2000 and 1999
under which all employees, including officers, were eligible for a bonus based,
in part, on our operating results. These bonuses aggregated $204,000, $951,000
and $544,000 in 2001, 2000 and 1999, respectively.

NOTE 10  SHAREHOLDERS EQUITY

On September 15, 1998, our Board of Directors approved a share repurchase
program authorizing the repurchase of up to $4.0 million 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, 2001 we repurchased 669,500 shares for $2.7 million. We will use
the repurchased shares for employee stock option and purchase plans and other
corporate purposes.

On March 28, 2000, we repurchased 1,418,570 shares from a group consisting
of David C. Prosser, RTWs founder and a director, certain members of his
family, and J. Alexander Fjelstad, who at the time was a former director and
former executive of RTW (together, the Prosser Selling Group). We paid $5.19
per share, as well as legal and other costs, totaling approximately $7.7
million to repurchase the shares. After completing the transaction, the
combined ownership of Mr. Prosser, members of his family and Mr. Fjelstad was
reduced from approximately 52% to 46%. In December 2001, Mr. Fjelstad returned
to RTW as President and Chief Executive Officer and a director (see Note 9).

In connection with the repurchase, Mr. Prosser retired from the Company,
resigned as Chairman and was paid $225,000 as a termination benefit. He
remained a member of our Board of Directors. Additionally, at closing, each
member of the Prosser Selling Group entered into 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 initiatives
designed to effect fundamental changes in RTW policy or structure. The
two-year voting and standstill agreements expired March 6, 2002. In December
2001, Mr. Prosser returned to RTW as Chairman of the Board (see Note 9).

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, David C. Prosser, 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

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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 cash 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 2002, dividends in excess of $2.0 million would
require prior consent of the Commissioner.

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 at December 31, 2001 and 2000, and statutory net (loss)
income for the years ended December 31, 2001, 2000 and 1999 are as follows
(000s):

|     |  |               |        |  |            |   |         |  
|---- |  | ------------- | ------ |  | ---------- | - | ------- | -
|     |  | Statutory     |        |  | Statutory  |  
|     |  | Policyholders |        |  | Net (Loss) |  
|     |  | Surplus       |        |  | Income     |  
|     |  |               |        |  |            |  
|2001 |  | $             | 19,542 |  |            | $ | (14,074 | )
|2000 |  |               | 29,303 |  |            |   | (16,600 | )
|1999 |  |               |        |  |            |   | 5,544   |  

In March 1998, the National Association of Insurance Commissioners
adopted the Codification of Statutory Accounting Principles (the
Codification). The Codification is intended to standardize regulatory
accounting and reporting to state insurance departments and became effective
January 1, 2001. Statutory accounting principles, however, will continue to
be established by individual state laws and permitted practices. The State
of Minnesota required adoption of the Codification for preparing statutory
financial statements for financial periods occurring on or after January 1,
2001. Adoption of the Codification increased our statutory capital and
surplus by approximately $1.9 million at December 31, 2001.

NOTE 11  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, 2001, are as follows (000s):

|     |  |   |       | 
|---- |  | - | ----- | 
|2002 |  | $ | 1,368 | 
|2003 |  |   | 383   | 
|2004 |  |   | 391   | 
|2005 |  |   | 250   | 
|2006 |  |   | 27    | 
|     |  |   |      
|     |  | $ | 2,419 | 
|     |  |   |      

Rent expense, including contingent rentals, was $2.0 million, $2.1 million
and $2.1 million for 2001, 2000 and 1999, respectively.

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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 on our financial condition or results of operations.

NOTE 12  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |       |       |        |        |        |        |  
|---------------------------------------------------------------- | ----------------------------------------------------------- | -------------------------------------------------- | --------------------------------------- | ----- | ----- | --- | ------ | ----- | ----- | ----- | ------ | ------ | ------ | ------ | -
|                                                                 |                                                             |                                                    |                                         |       | 2001  |     |        | 2000  |       |       | 1999   |       
|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |       |       |        |       
|Accumulated other comprehensive income (loss), beginning of year |                                                             | $                                                  | 204                                     |       |       | $   | (2,818 | )     |       | $     | 1,759  |       
|Changes in comprehensive income (loss) arising during the year:  |                                                             |                                                    |                                         |       |       |     |        |       |       |       |        |       
|                                                                 | Net unrealized investment gains (losses)                    |                                                    |                                         | 2,211 |       |     |        | 3,972 |       |       |        | (6,893 | )     
|                                                                 | Less: Adjustment for net realized investment gains (losses) |                                                    |                                         | 1,163 |       |     |        | (607  | )     |       |        | 84     |       
|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |      
|                                                                 |                                                             | Change in net unrealized investment gains (losses) |                                         |       | 1,048 |     |        |       | 4,579 |       |        |        | (6,977 | )     
|                                                                 |                                                             | Income tax expense (benefit)                       |                                         |       | 370   |     |        |       | 1,557 |       |        |        | (2,400 | )     
|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |      
|                                                                 |                                                             |                                                    | Other comprehensive income for the year |       |       | 678 |        |       |       | 3,022 |        |        |        | (4,577 | )
|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |      
|Accumulated other comprehensive income (loss), end of year       |                                                             | $                                                  | 882                                     |       |       | $   | 204    |       |       | $     | (2,818 | )     
|                                                                 |                                                             |                                                    |                                         |       |       |     |        |       |      

NOTE 13  RESTRUCTURING CHARGES

During 2001, we recorded pre-tax restructuring charges totaling $2.0 million to
general and administrative expenses in the Statement of Operations. These
charges included costs associated with our decision to close our Missouri and
Massachusetts regional offices, as well as our Brainerd, Minnesota and Overland
Park, Kansas satellite offices. We anticipated that 38 employees in our
regional offices, 17 employees in our satellite offices and 2 employees in our
Home Office would be affected by these closures. The restructuring charge
includes $715,000 of severance pay and benefits, of which $106,000 was paid by
December 31, 2001. Additionally, the restructuring charge includes office and
equipment lease costs totaling $684,000 of which $80,000 was paid by December
31, 2001, and furniture and equipment disposals and other costs totaling
$600,000 of which $53,000 had been disposed of by December 31, 2001. The
remaining accrual balance for severance pay and benefits, office and equipment
lease costs and furniture and equipment disposals and other costs was $1.8
million at December 31, 2001. A substantial portion of the remaining costs
will be paid or assets disposed of in the first half of 2002.

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NOTE 14  QUARTERLY RESULTS OF OPERATIONS (Unaudited)

The following tables present unaudited quarterly results of operations for the
eight quarters ended December 31, 2001:

|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |           |         |        |        | 
|------------------------------- | ------------------------------------- | ------------------------------------- | ------- | ------- | ------ | - | ------- | --------- | ------ | ------- | --------- | ------ | ------- | --------- | ------- | ------ | ------ | 
|                                |                                       |                                       |         | First   |        |   | Second  |           |        | Third   |           |        | Fourth  |          
|                                |                                       |                                       |         | Quarter |        |   | Quarter |           |        | Quarter |           |        | Quarter |          
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |          
|                                |                                       |                                       |         |         |        |   |         | (Revised) |        |         | (Revised) |        |         | (Revised) |        
|2001                            |                                       | (In thousands, except per share data) |        
|Premiums in force               |                                       | $                                     | 104,100 |         |        | $ | 99,400  |           |        | $       | 89,400    |        |         | $         | 83,700  |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Revenues:                       |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |           |         |       
|                                | Gross premiums earned                 |                                       | $       | 26,123  |        |   | $       | 25,803    |        |         | $         | 23,419 |         |           | $       | 22,075 |       
|                                | Premiums ceded                        |                                       |         | (4,114  | )      |   |         | (3,238    | )      |         |           | (2,476 | )       |           |         | (1,535 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Premiums earned                       |         |         | 22,009 |   |         |           | 22,565 |         |           |        | 20,943  |           |         |        | 20,540 | 
|                                | Investment income                     |                                       |         | 1,457   |        |   |         | 1,736     |        |         |           | 1,594  |         |           |         | 1,628  |       
|                                | Net realized investment losses        |                                       |         | 1,079   |        |   |         | 28        |        |         |           | 25     |         |           |         | 31     |       
|                                | Other income                          |                                       |         | 2,088   |        |   |         |          |        |         |           |       |         |           |         |       |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Total revenues                        |         |         | 26,633 |   |         |           | 24,329 |         |           |        | 22,562  |           |         |        | 22,199 | 
|Expenses:                       |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |           |         |       
|                                | Claim and claim settlement expenses   |                                       |         | 18,990  |        |   |         | 19,828    |        |         |           | 16,032 |         |           |         | 25,253 |       
|                                | Policy acquisition costs              |                                       |         | 3,626   |        |   |         | 3,565     |        |         |           | 3,147  |         |           |         | 3,652  |       
|                                | General and administrative expenses   |                                       |         | 2,816   |        |   |         | 4,339     |        |         |           | 3,776  |         |           |         | 6,460  |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Total expenses                        |         |         | 25,432 |   |         |           | 27,732 |         |           |        | 22,955  |           |         |        | 35,365 | 
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Income (loss) from operations   |                                       | $                                     | 1,201   |         |        | $ | (3,403  | )         |        | $       | (393      | )      |         | $         | (13,166 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Net income (loss)               |                                       | $                                     | 777     |         |        | $ | (2,335  | )         |        | $       | (339      | )      |         | $         | (23,318 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Basic income (loss) per share   |                                       | $                                     | 0.08    |         |        | $ | (0.23   | )         |        | $       | (0.03     | )      |         | $         | (2.26   | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Diluted income (loss) per share |                                       | $                                     | 0.08    |         |        | $ | (0.23   | )         |        | $       | (0.03     | )      |         | $         | (2.26   | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                               
|2000                            | (In thousands, except per share data)
|Premiums in force               |                                       | $                                     | 90,500  |         |        | $ | 88,600  |           |        | $       | 88,900    |        |         | $         | 99,400  |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Revenues:                       |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |           |         |       
|                                | Gross premiums earned                 |                                       | $       | 23,135  |        |   | $       | 25,222    |        |         | $         | 22,563 |         |           | $       | 24,958 |       
|                                | Premiums ceded                        |                                       |         | (4,478  | )      |   |         | (4,410    | )      |         |           | (4,309 | )       |           |         | (4,527 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Premiums earned                       |         |         | 18,657 |   |         |           | 20,812 |         |           |        | 18,254  |           |         |        | 20,431 | 
|                                | Investment income                     |                                       |         | 1,527   |        |   |         | 1,454     |        |         |           | 1,413  |         |           |         | 1,358  |       
|                                | Net realized investment losses        |                                       |         | (26     | )      |   |         | (536      | )      |         |           | (45    | )       |           |         |       |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Total revenues                        |         |         | 20,158 |   |         |           | 21,730 |         |           |        | 19,622  |           |         |        | 21,789 | 
|Expenses:                       |                                       |                                       |         |         |        |   |         |           |        |         |           |        |         |           |         |       
|                                | Claim and claim settlement expenses   |                                       |         | 11,414  |        |   |         | 12,586    |        |         |           | 11,446 |         |           |         | 36,983 |       
|                                | Policy acquisition costs              |                                       |         | 3,629   |        |   |         | 3,645     |        |         |           | 2,911  |         |           |         | 3,952  |       
|                                | General and administrative expenses   |                                       |         | 2,928   |        |   |         | 2,927     |        |         |           | 2,490  |         |           |         | 3,168  |       
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|                                |                                       | Total expenses                        |         |         | 17,971 |   |         |           | 19,158 |         |           |        | 16,847  |           |         |        | 44,103 | 
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Income (loss) from operations   |                                       | $                                     | 2,187   |         |        | $ | 2,572   |           |        | $       | 2,775     |        |         | $         | (22,314 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Net income (loss)               |                                       | $                                     | 1,597   |         |        | $ | 1,791   |           |        | $       | 1,879     |        |         | $         | (14,975 | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Basic income (loss) per share   |                                       | $                                     | 0.13    |         |        | $ | 0.17    |           |        | $       | 0.18      |        |         | $         | (1.45   | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       
|Diluted income (loss) per share |                                       | $                                     | 0.13    |         |        | $ | 0.17    |           |        | $       | 0.18      |        |         | $         | (1.45   | )     
|                                |                                       |                                       |         |         |        |   |         |           |        |         |           |       

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.

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

On September 12, 2002, Deloitte & Touche LLP (D&T) resigned as the
independent certified public accountants for the Company. D&T
concurrently indicated that the Companys assigned Audit Partner had terminated
his employment with D&T and that the Company no longer fit its client profile.

D&Ts reports on the Companys financial statements for the years ended
December 31, 2001 and 2000 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles. During the past two fiscal years and the subsequent
interim period preceding the resignation of D&T, there were no disagreements
with D&T on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of D&T, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with its report for
such periods.

Effective October 7, 2002, at the recommendation of the Audit Committee,
the Company engaged Ernst & Young LLP (E&Y) as the
independent certified public accountants for the Company. During the two most
recent fiscal years and through October 7, 2002, RTW did not consult with E&Y
with respect to the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the consolidated financial statements of the Company, or any other
matters or reportable events as set forth in Items 304 (a) (2) (i) and (ii) of
the Securities and Exchange Commissions Regulation S-K.

In June 2001, we entered into an agreement with St. Paul Re. (SPR)
effective January 1, 2001 in order to reduce our net premium to surplus
leverage ratio and maintain a secure financial strength rating for our
insurance subsidiary as disclosed in Note 2  Revision of Financial Statements.

At the time we entered into this agreement, we evaluated whether or not
this agreement contained the necessary attributes to be accounted for as
reinsurance. Evaluating contracts of this type requires significant judgment
about possible future events. Based on our evaluation, we concluded that this
agreement satisfied the necessary requirements to be accounted for as
reinsurance. Our independent public accountants (D&T) and reinsurance brokers
agreed with our conclusion at that time. In consultation with E&Y, we
determined that our original conclusion to record the agreement under
reinsurance accounting standards was incorrect and have restated the accounting
for the agreement since inception using accounting standards defined in
Statement of Position 98-7 (SOP 98-7), Insurance Deposit Accounting. D&T
maintained its position with respect to the original accounting for the
transaction and withdrew their opinion on the 2001 financial statements in
February 2003. E&Y has subsequently audited those financial statements as
contained in this filing.




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 2002 Proxy Statement and is
incorporated herein by reference.

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




ITEM 11. EXECUTIVE COMPENSATION

Information required under this item is contained in the Section
entitled Executive Compensation and Other Information in the Companys 2002
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
2002 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 2002 Proxy Statement and is
incorporated herein by reference.

47



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##### Table of Contents






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 46 of Part II, Item 8 of this Report.



| | Independent Auditors Reports
Consolidated Balance Sheets  December 31, 2001 and 2000
Consolidated Statements of Operations  Years Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Shareholders Equity  Years Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows  Years Ended December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements  Years Ended December 31, 2001, 2000 and 1999
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                              
| | -----------------------------------------------------------------------------
| | (2) Financial Statement Schedules for the Three Years Ended December 31,
2001

|                                                                                                |  |      |      | 
|----------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|                                                                                                |  | Page |     
|                                                                                                |  |      |     
|Independent Auditors Reports on Schedules for the Years Ended
December 31, 2001, 2000 and 1999 |  |      | S-1  | 
|Schedule I  Summary of Investments                                                             |  |      | S-3  | 
|Schedule II  Condensed Financial Information (Parent Company)                                  |  |      | S-4  | 
|Schedule III  Supplemental Information Concerning Insurance Operations                         |  |      | S-8  | 
|Schedule IV  Reinsurance                                                                       |  |      | S-9  | 
|Schedule V  Valuation and Qualifying Accounts                                                  |  |      | S-10 | 



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

(b)  Reports on Form 8-K



| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 7, 2001, the Company filed a Current Report on Form 8-K
dated December 7, 2001 to report that American Physicians Capital, Inc.
determined not to proceed with its proposed acquisition of RTW, Inc.
The Company further announced it decision to close its Massachusetts and
Missouri regional offices.



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 13, 2001, the Company filed a Current Report on Form 8-K
dated December 13, 2001 to report changes in the composition of the
Companys Board of Directors and Executive Management team.

48



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##### Table of Contents



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

|        |  |                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1     |  | Amended Articles of Incorporation (1)                                                                                                                               
|3.2     |  | Amended Bylaws (1)                                                                                                                                                  
|4.1     |  | Form of Rights Agreement dated April 17, 1997 between RTW, Inc. and
Norwest Bank Minnesota National Association (2)                                                 
|10.1*   |  | Employment agreement and stock option agreement between RTW, Inc. and
David C. Prosser dated December 13, 2001                                                      
|10.2*   |  | Employment agreement and stock option agreement between RTW, Inc. and J.
Alexander Fjelstad III dated December 13, 2001                                             
|10.3*   |  | Employment agreement and stock option agreement between RTW, Inc. and
Alfred L. LaTendresse dated December 13, 2001                                                 
|10.4*   |  | Amended RTW, Inc. 1995 Employee Stock Purchase Plan (4)                                                                                                             
|10.5*   |  | Amended RTW, Inc. 1994 Stock Plan (4)                                                                                                                               
|10.6    |  | Contract between RTW and ACIC dated January 1, 1992 (5)                                                                                                             
|10.7    |  | Service Agreement between RTW and ACIC dated February 1, 1992 (5)                                                                                                   
|10.8*   |  | Description of the 2002 Profit Sharing Program                                                                                                                      
|10.9    |  | Reinsurance contract between ACIC and First Excess and Reinsurance
Corporation (GE Reinsurance Corporation) effective July 1, 1998 (3)                              
|10.10   |  | Endorsement No. 2 to the reinsurance contract between ACIC and General
Reinsurance Corporation (3)                                                                  
|10.10.1 |  | Description of the Reinsurance Agreement for 2002 between ACIC and
General Reinsurance Corporation effective January 1, 2002                                        
|10.11   |  | Minnesota Workers Compensation Reinsurance Association reinsurance
agreement (3)                                                                                   
|10.12   |  | Election form for Minnesota Workers Compensation Reinsurance
Association reinsurance agreement for 2002                                                            
|10.13   |  | Workers Compensation Quota Share Reinsurance Contract between ACIC and
St. Paul Re (on behalf of St. Paul Fire and Marine) effective January 1,
2001               
|10.13.1 |  | Workers Compensation Quota Share Reinsurance Placement Confirmation
between ACIC and St. Paul Re (on behalf of St. Paul Fire and Marine)
effective December 1, 2001
|10.14   |  | Credit Agreement by and between RTW, Inc. and U.S. Bank National
Association dated March 31, 2000 (6)                                                               
|10.14.1 |  | First Amendment to the Credit Agreement by and between RTW, Inc. and
U.S. Bank National Association dated May 4, 2000 (6)                                           
|10.14.2 |  | Second Amendment to the Credit Agreement by and between RTW, Inc. and
U.S. Bank National Association dated March 28, 2001 (6)                                       
|10.14.3 |  | Third Amendment to the Credit Agreement by and between RTW, Inc. and
U.S. Bank National Association dated September 29, 2001                                        
|10.14.4 |  | Fourth Amendment to the Credit Agreement by and between RTW, Inc. and
U.S. Bank National Association dated March 27, 2002                                           
|11      |  | Statement, re: Computation of Net 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 Ernst & Young LLP                                                                                                                                        
|23.1    |  | Consent of Deloitte & Touche LLP                                                                                                                                    
|24      |  | Power of Attorney, included in Signature page                                                                                                                       



---

|(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
8-A filed April 25, 1997 (File No. 0-25508).
|   
|(3) |  | Incorporated by reference to the Companys 1998 Report on Form 10-K.                                                  
|   
|(4) |  | Incorporated by reference to the Companys Registration Statement on Form
S-8 (Reg. No. 333-81408).                   
|   
|(5) |  | Incorporated by reference to the Companys Registration Statement on Form
SB-2 (Reg. No. 33-2002C).                   
|   
|(6) |  | Incorporated by reference to the Companys 2000 Report on Form 10-K.                                                  

49



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##### Table of Contents






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.



|Date: March 26, 2003 | RTW, INC.
By /s/ J. Alexander FjelstadJ. Alexander Fjelstad
President and Chief Executive Officer
(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 J. Alexander Fjelstad 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/A 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 26, 2003 |  | By /s/ David C. Prosser
David C. Prosser
Chairman of the Board                                                                          
|              
|March 26, 2003 |  | By /s/ J. Alexander Fjelstad
J. Alexander Fjelstad
President and Chief Executive Officer
(Principal Executive Officer)                  
|              
|March 26, 2003 |  | By /s/ Jeffrey B. Murphy
Jeffrey B. Murphy
Secretary, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
|              
|March 26, 2003 |  | By /s/ Gregory D. Koschinska
Gregory D. Koschinska
Director                                                                             
|              
|March 26, 2003 |  | By /s/ John O. Goodwyne
John O. Goodwyne
Director                                                                                       
|              
|March 26, 2003 |  | By /s/ Alfred L. LaTendresse
Alfred L. LaTendresse
Executive Vice President and Director                                                
|              
|March 26, 2002 |  | By /s/ Vina L. Marquart
Vina L. Marquart
Director                                                                                       
|              
|March 26, 2002 |  | By /s/ William J. Deters
William J. Deters
Director                                                                                     
|              
|March 26, 2002 |  | By /s/ John W. Prosser
John W. Prosser
Director                                                                                         

50



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INDEPENDENT AUDITORS REPORT

The Board of Directors and Shareholders
RTW, Inc.
Minneapolis, Minnesota

We have audited the consolidated financial statements of RTW, Inc. as of
December 31, 2001 and for the year then ended, and have issued our report
thereon dated March 25, 2003. Our audit also included the 2001 financial
statement schedules listed in Item 14(a)(2) of this Report on Form 10-K/A.
These schedules are the responsibility of the Companys management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the 2001 financial statement schedules referred to above, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.

/s/ Ernst & Young LLP

March 25, 2003
Minneapolis, Minnesota

S-1





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##### Table of Contents



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, 2000 and for each of the
two years in the period ended December 31, 2000, and have issued our report
thereon dated February 9, 2002 (March 28, 2001 as to Note 6). Our audits also
included the consolidated financial statement schedules listed in Item 14(a)(2)
of this Report on Form 10-K/A. 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 statements taken as a whole, present fairly in all
material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 9, 2001

S-2



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SCHEDULE I

RTW, INC.
SUMMARY OF INVESTMENTS
December 31, 2001
(In thousands)

|                   |                     |                                                               |                   |       |           |        |      |   |                |        |  |   |             |        | 
|------------------ | ------------------- | ------------------------------------------------------------- | ----------------- | ----- | --------- | ------ | ---- | - | -------------- | ------ |  | - | ----------- | ------ | 
|                   |                     |                                                               |                   |       |           |        |      |   |                |        |  |   | Amount at  
|                   |                     |                                                               |                   |       |           |        |      |   |                |        |  |   | which shown
|                   |                     |                                                               |                   |       | Amortized |        | Fair |   | in the balance
|Type of investment |                     | Cost                                                          |                   | Value |           | sheet 
|                   |                     |                                                               |                   |       |           |       
|Fixed maturities:  |                     |                                                               |                   |       |           |        |      |   |                |        |  |  
|                   | Available-for-sale: |                                                               |                   |       |           |        |      |   |                |        |  |   |            
|                   |                     | Corporate securities                                          |                   | $     | 16,908    |        |      | $ | 17,158         |        |  | $ | 17,158      |       
|                   |                     | Mortgage backed securities                                    |                   |       | 44,474    |        |      |   | 45,161         |        |  |   | 45,161      |       
|                   |                     | Asset backed securities                                       |                   |       | 506       |        |      |   | 510            |        |  |   | 510         |       
|                   |                     | United States government, government agencies and authorities |                   |       | 25,921    |        |      |   | 26,337         |        |  |   | 26,337      |       
|                   |                     |                                                               |                   |       |           |        |      |   |                |        |  |  
|                   |                     |                                                               | Total Investments |       | $         | 87,809 |      |   | $              | 89,166 |  |   | $           | 89,166 | 
|                   |                     |                                                               |                   |       |           |        |      |   |                |        |  |  

S-3



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SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Balance Sheets
December 31, 2001 and 2000
(In thousands)

|                                         |                                      |                   |        |  |           |   |        |  |        |  | 
|---------------------------------------- | ------------------------------------ | ----------------- | ------ |  | --------- | - | ------ |  | ------ |  | 
|                                         |                                      |                   |        |  | 2001      |   | 2000  
|                                         |                                      |                   |        |  |           |   |       
|                                         |                                      |                   |        |  | (Revised) |   |        |  |       
|                                         |                                      |                   | ASSETS |  |           |   |        |  |        |  | 
|Cash and cash equivalents                |                                      | $                 | 82     |  |           | $ | 328    | 
|Furniture and equipment, net             |                                      |                   | 1,824  |  |           |   | 3,590  | 
|Investment in and advances to subsidiary |                                      |                   | 19,867 |  |           |   | 44,757 | 
|Deferred income tax asset                |                                      |                   | 351    |  |           |   |       | 
|Other assets                             |                                      |                   | 753    |  |           |   | 451    | 
|                                         |                                      |                   |        |  |           |   |        | 
|                                         |                                      | $                 | 22,877 |  |           | $ | 49,126 | 
|                                         |                                      |                   |        |  |           |   |        | 
|                                         | LIABILITIES AND SHAREHOLDERS EQUITY |                   |        |  |           |   |        |  |       
|Accrued expenses and other liabilities   |                                      | $                 | 4,155  |  |           | $ | 3,112  | 
|Deferred income liability                |                                      |                   |       |  |           |   | 278    | 
|Notes payable                            |                                      |                   | 4,500  |  |           |   | 7,000  | 
|                                         |                                      |                   |        |  |           |   |        | 
|                                         |                                      | Total liabilities |        |  | 8,655     |   |        |  | 10,390 | 
|Shareholders equity                     |                                      |                   | 14,222 |  |           |   | 38,736 | 
|                                         |                                      |                   |        |  |           |   |        | 
|                                         |                                      | $                 | 22,877 |  |           | $ | 49,126 | 
|                                         |                                      |                   |        |  |           |   |        | 

See notes to condensed financial statements.

S-4



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##### Table of Contents



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Statements of Operations
Years Ended December 31, 2001, 2000 and 1999
(In thousands)

|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |        |        | 
|----------------------------------------------------------------------------- | ----------------------------------- | ----------------------------- | ------- | --------- | ------ | ---- | ------- | ------ | ------ | - | ----- | ------ | ------ | 
|                                                                              |                                     |                               |         | 2001      |        | 2000 |         | 1999  
|                                                                              |                                     |                               |         |           |        |      |         |       
|                                                                              |                                     |                               |         | (Revised) |        |      |         |        |        |   |       |       
|Revenues:                                                                     |                                     |                               |         |           |        |      |         |        |        |   |       |       
|                                                                              | Intercompany fee income             |                               | $       | 28,419    |        |      | $       | 27,929 |        |   | $     | 25,762 |       
|                                                                              | Investment income                   |                               |         | 15        |        |      |         | 24     |        |   |       | 15     |       
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       
|                                                                              |                                     | Total revenues                |         |           | 28,434 |      |         |        | 27,953 |   |       |        | 25,777 | 
|Expenses:                                                                     |                                     |                               |         |           |        |      |         |        |        |   |       |       
|                                                                              | General and administrative expenses |                               |         | 25,424    |        |      |         | 24,180 |        |   |       | 25,044 |       
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       
|                                                                              |                                     | Income (loss) from operations |         |           | 3,010  |      |         |        | 3,773  |   |       |        | 733    | 
|Interest expense                                                              |                                     |                               | 511     |           |        |      | 667     |        |        |   | 266   |       
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       
|Income before income taxes and equity in
undistributed net loss of subsidiary |                                     |                               | 2,499   |           |        |      | 3,106   |        |        |   | 467   |       
|                                                                              | Income tax expense (benefit)        |                               |         | 928       |        |      |         | 1,367  |        |   |       | (246   | )     
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       
|Income loss before equity in undistributed net (loss)
income of subsidiary    |                                     |                               | 1,571   |           |        |      | 1,739   |        |        |   | 713   |       
|Equity in undistributed net (loss) income of subsidiary                       |                                     |                               | (26,786 | )         |        |      | (11,447 | )      |        |   | 5,454 |       
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       
|Net (loss) income                                                             |                                     | $                             | (25,215 | )         |        | $    | (9,708  | )      |        | $ | 6,167 |       
|                                                                              |                                     |                               |         |           |        |      |         |        |        |   |       |       

See notes to condensed financial statements.

S-5



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##### Table of Contents



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Statements of Cash Flows
Years Ended December 31, 2001, 2000 and 1999
(In thousands)

|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |        |       |        |        |  
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------- | --------- | ------ | ------- | ------ | ------ | ------ | ------ | ----- | ------ | ------ | -
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         | 2001      |        | 2000    |        | 1999  
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |       
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         | (Revised) |        |         |        |        |        |        |       |       
|Cash Flows from Operating Activities:                |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     | Reconciliation of net (loss) income to net cash provided
by operating activities: |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |        |      
|                                                     |                                                                                   | Net (loss) income                                                                        |                                             | $                                                   | (25,215 | )         |        | $       | (9,708 | )      |        | $      | 6,167 |       
|                                                     |                                                                                   | Adjustments to reconcile net (loss) income to net
cash provided by operating activities: |                                             |                                                     |         |           |        |         |        |        |        |        |       |       
|                                                     |                                                                                   |                                                                                          | Depreciation and amortization               |                                                     |         | 1,203     |        |         |        | 1,295  |        |        |       | 1,296  |       
|                                                     |                                                                                   |                                                                                          | Equity in net loss (income) from subsidiary |                                                     |         | 26,786    |        |         |        | 11,447 |        |        |       | (5,454 | )     
|                                                     |                                                                                   |                                                                                          | Deferred income taxes                       |                                                     |         | (629      | )      |         |        | (52    | )      |        |       | (16    | )     
|                                                     |                                                                                   |                                                                                          | Changes in assets and liabilities:          |                                                     |         |           |        |         |        |        |        |        |       |        |       
|                                                     |                                                                                   |                                                                                          |                                             | Accrued expenses and other liabilities              |         |           | 1,043  |         |        |        | 1,483  |        |       |        | (141   | )
|                                                     |                                                                                   |                                                                                          |                                             | Other, net                                          |         |           | 346    |         |        |        | 2,892  |        |       |        | (4,190 | )
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     |                                                                                   |                                                                                          |                                             | Net cash provided by (used in) operating activities |         |           | 3,534  |         |        |        | 7,357  |        |       |        | (2,338 | )
|Cash Flows from Investing Activities:                |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     | Investment in and advances to subsidiary                                          |                                                                                          |                                             | (1,896                                              | )       |           |        | (2,924  | )      |        |        | 3,843  |      
|                                                     | Purchases of furniture and equipment                                              |                                                                                          |                                             | (379                                                | )       |           |        | (1,015  | )      |        |        | (573   | )    
|                                                     | Disposals of furniture and equipment                                              |                                                                                          |                                             | 972                                                 |         |           |        | 51      |        |        |        |       |      
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     |                                                                                   |                                                                                          |                                             | Net cash used in provided by investing activities   |         |           | (1,303 | )       |        |        | (3,888 | )      |       |        | 3,270  |  
|Cash Flows from Financing Activities:                |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     | Proceeds from notes payable                                                       |                                                                                          |                                             |                                                    |         |           |        | 8,000   |        |        |        |       |      
|                                                     | Payments on notes payable                                                         |                                                                                          |                                             | (2,500                                              | )       |           |        | (1,000  | )      |        |        | (2,500 | )    
|                                                     | Stock options and warrants exercised                                              |                                                                                          |                                             |                                                    |         |           |        |        |        |        |        | 1,252  |      
|                                                     | Issuance of common stock under ESPP                                               |                                                                                          |                                             | 33                                                  |         |           |        | 125     |        |        |        | 105    |      
|                                                     | Retirement of common stock                                                        |                                                                                          |                                             | (10                                                 | )       |           |        | (10,268 | )      |        |        |       |      
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     |                                                                                   |                                                                                          |                                             | Net cash (used in) financing activities             |         |           | (2,477 | )       |        |        | (3,143 | )      |       |        | (1,143 | )
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|Net (decrease) Increase in Cash and Cash Equivalents |                                                                                   |                                                                                          | (246                                        | )                                                   |         |           | 326    |         |        |        | (211   | )     
|Cash and Cash Equivalents at Beginning of Year       |                                                                                   |                                                                                          | 328                                         |                                                     |         |           | 2      |         |        |        | 213    |       
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|Cash and Cash Equivalents at End of Year             |                                                                                   | $                                                                                        | 82                                          |                                                     |         | $         | 328    |         |        | $      | 2      |       
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|Supplemental Disclosure of Cash Flow Information:    |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     | Cash paid (received) during the year for:                                         |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |        |      
|                                                     |                                                                                   | Interest                                                                                 |                                             | $                                                   | 641     |           |        | $       | 458    |        |        | $      | 238   |       
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       
|                                                     |                                                                                   | Income tax payments (refunds)                                                            |                                             | $                                                   | 325     |           |        | $       | 73     |        |        | $      | (97   | )     
|                                                     |                                                                                   |                                                                                          |                                             |                                                     |         |           |        |         |        |        |        |       

See notes to condensed financial statements.

S-6



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##### Table of Contents



SCHEDULE II

RTW, INC.
Condensed Financial Information of the Registrant
Notes to Condensed Financial Statements
Years Ended December 31, 2001, 2000 and 1999

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.
(RTW) 2001 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 $9.9 million,
$9.7 million and $8.9 million for the years ended December 31, 2001, 2000 and
1999, 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 $18.6 million, $18.1 million and $16.8 million for the years ended
December 31, 2001, 2000 and 1999, 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 from (to) ACIC related to the above transactions are included in
the balance sheet account caption Investment in and advances to subsidiary
and totaled approximately $3.8 million and $4.6 million at December 31, 2001
and 2000, respectively.

NOTE 3  REVISION OF FINANCIAL STATEMENTS

In consultation with our current auditors, we revised the accounting for our
contract with St. Paul Re (SPR) for ACIC, which was originally accounted for
under reinsurance accounting standards, using deposit accounting standards.
Deposit accounting for this contract required us to record a margin expense at
4.75% of premiums ceded to SPR and interest income on the fund balance at an
amount equal to the quarter-end U.S. Treasury Bill rate less 25 basis points.
The change in accounting increased our equity in undistributed net loss of our
subsidiary by $1.5 million.

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SCHEDULE III

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

|              |  |             |       |              |  |              |         |          |  |          |       |            |  |         |        |              |  |                      |        |             |  |                     |       |                 |  |   |        |  |  |   |        |   |  |   |        |  |  |   |        |  |  |   |        |  |  |   |        | 
|------------- |  | ----------- | ----- | ------------ |  | ------------ | ------- | -------- |  | -------- | ----- | ---------- |  | ------- | ------ | ------------ |  | -------------------- | ------ | ----------- |  | ------------------- | ----- | --------------- |  | - | ------ |  |  | - | ------ | - |  | - | ------ |  |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|              |  |             |       |              |  | (Column C)   |         |          |  |          |       |            |  |         |        |              |  |                      |        |             |  |                     |       | Claim and claim |  |   |        |  |  |   |        |   |  |   |        |  |  |   |        | 
|              |  |             |       |              |  | Reserves for |         |          |  |          |       |            |  |         |        |              |  |                      |        | Investment  |  | settlement expenses |       | Amortization    |  |   |        |  |  |   |        |   |  |   |        | 
|              |  | Deferred    |       | unpaid claim |  | Discount,    |         |          |  |          |       |            |  |         |        | income and   |  | incurred related to: |        | of deferred |  | Paid claim          |       |                 |  |   |        |  |  |  
|              |  | policy      |       | and claim    |  | if any,      |         |          |  |          |       |            |  |         |        | net realized |  |                      |        | policy      |  | and claim           |       | Other           |  |   |        | 
|              |  | acquisition |       | settlement   |  | deducted in  |         | Unearned |  | Earned   |       | investment |  | Current |        | Prior        |  | acquisition          |        | settlement  |  | operating           |       | Premiums        | 
|Year          |  | costs       |       | expenses     |  | column C     |         | premiums |  | premiums |       | gains      |  | year    |        | years        |  | costs                |        | expenses    |  | expenses            |       | written         | 
|              |  |             |       |              |  |              |         |          |  |          |       |            |  |         |        |              |  |                      |        |             |  |                     |       |                
|2001(Revised) |  | $           | 1,214 |              |  | $            | 181,310 |          |  | $        | 482   |            |  | $       | 9,738  |              |  | $                    | 86,057 |             |  | $                   | 7,563 |                 |  | $ | 72,372 |  |  | $ | 7,731  |   |  | $ | 13,990 |  |  | $ | 56,304 |  |  | $ | 17,391 |  |  | $ | 83,340 | 
|2000          |  | $           | 1,351 |              |  | $            | 128,841 |          |  | $        | 1,441 |            |  | $       | 12,455 |              |  | $                    | 78,154 |             |  | $                   | 5,077 |                 |  | $ | 56,500 |  |  | $ | 15,929 |   |  | $ | 14,137 |  |  | $ | 64,485 |  |  | $ | 11,513 |  |  | $ | 77,842 | 
|1999          |  |             |       |              |  |              |         |          |  |          |       |            |  |         |        |              |  | $                    | 71,218 |             |  | $                   | 6,521 |                 |  | $ | 51,436 |  |  | $ | (8,113 | ) |  | $ | 14,111 |  |  | $ | 61,277 |  |  | $ | 12,021 |  |  | $ | 70,958 | 

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SCHEDULE IV

RTW, INC.
REINSURANCE
Years ended December 31, 2001, 2000 and 1999
(In thousands)

|                                 |  |                 |        |            |  |           |        |            |  |        |   |  |  |           |        |  |  |  |      |  
|-------------------------------- |  | --------------- | ------ | ---------- |  | --------- | ------ | ---------- |  | ------ | - |  |  | --------- | ------ |  |  |  | ---- | -
|                                 |  | Premiums earned |        |            |  |          
|                                 |  |                 |        | Percentage
|                                 |  |                 |        |            |  | Ceded to  |        | Assumed    |  |        |   |  |  | of amount
|                                 |  |                 |        |            |  | other     |        | from other |  |        |   |  |  | assumed  
|Description                      |  | Direct          |        | companies  |  | companies |        | Net        |  | to net
|                                 |  |                 |        |            |  |           |        |            |  |       
|2001 (Revised)                   |  |                 |        |            |  |           |        |            |  |        |   |  |  |           |        |  |  |  |      |  
|PREMIUMS  Workers Compensation |  | $               | 97,420 |            |  | $         | 11,363 |            |  | $      |  |  |  | $         | 86,057 |  |  |  | 0.00 | %
|2000                             |  |                 |        |            |  |           |        |            |  |        |   |  |  |           |        |  |  |  |      |  
|PREMIUMS  Workers Compensation |  | $               | 95,878 |            |  | $         | 17,724 |            |  | $      |  |  |  | $         | 78,154 |  |  |  | 0.00 | %
|1999                             |  |                 |        |            |  |           |        |            |  |        |   |  |  |           |        |  |  |  |      |  
|PREMIUMS  Workers Compensation |  | $               | 89,226 |            |  | $         | 18,008 |            |  | $      |  |  |  | $         | 71,218 |  |  |  | 0.00 | %

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SCHEDULE V

RTW, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2001, 2000 and 1999
(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
|            |                                 |           |            |          |            |          |            |            |  |          
|2001        |                                 |           |            |          |            |          |            |            |  |           |   |   |            |  |   |     |  |  |   |    
|            | Allowance for Doubtful Accounts |           | $          | 569      |            |          | $          | 530        |  |           | $ |  |            |  | $ | 663 |  |  | $ | 436 | 
|2000        |                                 |           |            |          |            |          |            |            |  |           |   |   |            |  |   |     |  |  |   |    
|            | Allowance for Doubtful Accounts |           | $          | 519      |            |          | $          | 599        |  |           | $ |  |            |  | $ | 549 |  |  | $ | 569 | 
|1999        |                                 |           |            |          |            |          |            |            |  |           |   |   |            |  |   |     |  |  |   |    
|            | Allowance for Doubtful Accounts |           | $          | 417      |            |          | $          | 163        |  |           | $ |  |            |  | $ | 61  |  |  | $ | 519 | 

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