SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2002 Commission File Number 0-6964
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21ST CENTURY INSURANCE GROUP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1935264
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
6301 OWENSMOUTH AVENUE
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices) (Zip Code)
(818) 704-3700
(Registrant's telephone number, including area code) Web site: www.i21.com
None
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, Without Par Value Outstanding at July 23, 2002
(Title of Class) 85,439,641 shares
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
21ST CENTURY INSURANCE GROUP
CONSOLIDATED BALANCE SHEETS
JUNE 30, December 31,
2002 2001
AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA UNAUDITED
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ASSETS
Fixed maturity investments available-for-sale, at fair value
(amortized cost: $848,203 and $857,209) $ 862,054 $ 855,724
Cash and cash equivalents 66,961 28,909
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Total investments and cash 929,015 884,633
Accrued investment income 12,008 11,733
Premiums receivable 79,109 75,559
Reinsurance receivables and recoverables 39,933 40,138
Prepaid reinsurance premiums 13,849 15,444
Deferred income taxes 85,259 96,216
Deferred policy acquisition costs 30,569 24,662
Property and equipment, at cost less accumulated
depreciation of $75,782 and $66,462 178,170 178,672
Other assets 9,482 24,959
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Total assets $1,377,394 $ 1,352,016
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LIABILITIES AND STOCKHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses $ 352,838 $ 349,290
Unearned premiums 239,951 236,473
Claims checks payable 38,188 36,105
Reinsurance payable 8,704 12,993
Other liabilities 62,503 57,849
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Total liabilities 702,184 692,710
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Stockholders' equity:
Common stock, without par value; authorized 110,000,000
shares, outstanding 85,445,389 in 2002 and 85,361,848 in 2001 418,713 416,991
Retained earnings 253,359 248,635
Accumulated other comprehensive income (loss) 3,138 (6,320)
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Total stockholders' equity 675,210 659,306
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Total liabilities and stockholders' equity $1,377,394 $ 1,352,016
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See accompanying notes to consolidated financial statements.
2
21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE Three Months Ended June 30, Six Months Ended June 30,
DATA 2002 2001 2002 2001
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REVENUES
Net premiums earned:
Personal auto lines $ 220,191 $ 211,076 $ 435,302 $ 418,966
Homeowner and earthquake lines in runoff - 6,290 - 13,011
Net investment income 11,384 11,352 22,649 23,078
Realized investment gains 2,635 434 4,298 1,550
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Total revenues 234,210 229,152 462,249 456,605
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LOSSES AND EXPENSES
Net losses and loss adjustment expenses:
Personal auto lines 184,947 180,671 366,724 364,109
Homeowner and earthquake lines in runoff 4,956 11,800 11,814 22,998
Policy acquisition costs 29,762 27,086 56,320 51,212
Other operating expenses 3,066 4,981 6,967 10,469
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Total losses and expenses 222,731 224,538 441,825 448,788
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Income before federal income taxes 11,479 4,614 20,424 7,817
Federal income tax (expense) benefit (1,620) 1,183 (2,242) 2,902
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Net income $ 9,859 $ 5,797 $ 18,182 $ 10,719
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EARNINGS PER COMMON SHARE
Basic $ 0.11 $ 0.07 $ 0.21 $ 0.13
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Diluted $ 0.11 $ 0.07 $ 0.21 $ 0.13
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See accompanying notes to consolidated financial statements.
3
21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Unaudited
Accumulated
Other
Common Retained Comprehensive
AMOUNTS IN THOUSANDS Stock Earnings Income (Loss) Total
--------------------------------------------------------------------------------------
Balance - January 1, 2002 $416,991 $248,635 $ (6,320) $659,306
Comprehensive income 18,182 (1) 9,458 (2) 27,640
Cash dividends paid on common stock (13,659) (13,659)
Other 1,722 201 1,923
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Balance - June 30, 2002 $418,713 $253,359 $ 3,138 $675,210
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(1) Net income.
(2) Net change in accumulated other comprehensive income for the six months
ended June 30, 2002, is comprised of unrealized gains on available-for-sale
investments of $12,502 (net of income tax expense of $6,732), the
reclassification adjustment for gains included in net income of $2,842 (net of
income tax expense of $1,530), and net changes in minimum pension liability in
excess of unamortized prior service costs of $202.
See accompanying notes to consolidated financial statements.
4
21ST CENTURY INSURANCE GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
AMOUNTS IN THOUSANDS
Year-to-Date June 30, 2002 2001
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OPERATING ACTIVITIES
Net income $ 18,182 $ 10,719
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation and amortization 9,728 9,572
Amortization of restricted stock grants 237 306
Benefit for deferred income taxes 5,864 1,475
Realized gains on sale of investments (4,372) (1,611)
Federal income tax (expense) benefit 4,670 (4,355)
Reinsurance balances (2,488) 620
Unpaid losses and loss adjustment expenses 3,548 (9,764)
Unearned premiums 3,478 6,535
Claims checks payable 2,083 1,566
Other assets 1,038 2,446
Other liabilities 4,654 9,238
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Net cash provided by operating activities 46,622 26,747
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INVESTING ACTIVITIES
Fixed maturities available-for-sale
Purchases (329,233) (204,203)
Calls or maturities 13,094 1,808
Sales 328,634 221,259
Net purchases of property and equipment (8,891) (36,366)
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Net cash provided by (used in) investing activities 3,604 (17,502)
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FINANCING ACTIVITIES
Dividends declared and paid (13,659) (13,652)
Proceeds from the exercise of stock options 1,485 500
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Net cash used in financing activities (12,174) (13,152)
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Net increase (decrease) in cash 38,052 (3,907)
Cash and cash equivalents, beginning of period 28,909 7,240
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Cash and cash equivalents, end of period $ 66,961 $ 3,333
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See accompanying notes to consolidated financial statements.
5
21ST CENTURY INSURANCE GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
(Unaudited)
NOTE1. BASIS OF PRESENTATION
-----------------------------
The accompanying unaudited consolidated financial statements of 21st Century
Insurance Group and subsidiaries (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal, recurring accruals) considered necessary for a fair presentation have
been included. All material intercompany accounts and transactions have been
eliminated. Operating results for the six-month period ended June 30, 2002, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
Certain amounts in the 2001 financial statements have been reclassified to
conform to the 2002 presentation.
Effective January 1, 2002, the Company acquired American International Group,
Inc.'s ("AIG") 51% interest in 21st Century Insurance Company of Arizona ("21st
of Arizona") for $4.4 million, which approximated its GAAP book value. The
Company previously held a 49% interest in 21st of Arizona, which writes personal
auto insurance exclusively in Arizona. Beginning in 2002, 21st of Arizona is
reported on a consolidated basis. Prior to January 1, 2002, the Company's
interest in and advances to 21st of Arizona were included in other assets in the
consolidated balance sheet, and the Company's 49% equity in 21st of Arizona's
net loss, which was immaterial in the second quarter and first six months of
2001, was included in net investment income in the Company's consolidated
statement of income.
NOTE 2. HOMEOWNER AND EARTHQUAKE LINES IN RUNOFF
-------------------------------------------------
The Company has not written any earthquake coverage since 1994 and ceased
writing new homeowner policies in September 2001.
California Senate Bill 1899 ("SB 1899"), effective from January 1, 2001, to
December 31, 2001, allowed the re-opening of previously closed earthquake claims
arising out of the 1994 Northridge Earthquake. The Company's constitutional
challenge to SB 1899 came to an unsuccessful end on April 29, 2002, when the
United States Supreme Court refused to hear the Company's case. During the
fourth quarter of 2001, the Company made an estimate of the loss payment and
inspection cost portion of the potential liability created by this law.
Management continues to monitor the estimate for reasonableness. The Company
continues to expense as incurred the legal defense costs associated with SB 1899
as it believes it is not possible to make a reasonable estimate of the ultimate
amount of such costs.
The Company cautions that the recorded estimates for this event are subject to a
greater than normal degree of uncertainty for a variety of reasons. For example,
the claimants allege facts about earthquake damages that ostensibly occurred on
January 17, 1994, but many of the claimants are represented by legal counsel who
are acting to prevent access of Company personnel to inspect the allegedly
damaged property. Thus, in many cases, the best information currently available
to the Company is several years old. As new information becomes available in the
6
near term, the Company's estimate of its ultimate exposure may change by an
amount that could be material. In addition, actual expenses for legal defense
costs are susceptible to a wide range of outcomes depending on a variety of
factors including plaintiff strategies, future judicial decisions, the
percentage of cases which settle, and the period of time cases remain
outstanding before settlement.
The Company executed various transactions to exit from its homeowner line.
Under a January 1, 2002, agreement with Balboa Insurance Company ("Balboa"), a
subsidiary of Countrywide Credit Industries, Inc. ("Countrywide"), 100% of
homeowner unearned premium reserves and future related losses are reinsured by
Balboa. Obligations relating to the 1994 Northridge Earthquake are not covered
by the agreements with Balboa. The Company began non-renewing homeowner policies
expiring on February 21, 2002, and thereafter. Substantially all of these
customers are being offered homeowner coverage through an affiliate of
Countrywide.
Loss and loss adjustment expenses for the homeowner and earthquake lines in
runoff were $5.0 million and $11.9 million for the quarter and six months ended
June 30, 2002, respectively, compared to $7.0 million and $12.8 million for the
same periods in 2001.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
Investment grade bonds comprised 100% of the fair value of the fixed-maturity
portfolio at June 30, 2002. Of the Company's total investments at June 30,
2002, and December 31, 2001, approximately 70% were invested in tax-exempt,
fixed-income securities, compared to 86% at June 30, 2001. As of June 30,
2002, the after-tax unrealized gain on investments was $8.7 million compared to
an after-tax unrealized loss of $1.0 million as of December 31, 2001.
Premiums receivable were $79.1 million at June 30, 2002, compared to $75.6
million at December 31, 2001, with the increase mainly being attributable to
growth in the Company's customer base. Higher customer volume also contributed
to an increase in deferred policy acquisitions costs.
Unpaid losses and loss adjustment expenses increased $3.5 million in the first
six months of 2002 due to the effect of consolidating 21st of Arizona partially
offset by payments relating to previously recorded losses for SB 1899 (see
discussion below under "Underwriting Results - Homeowner and Earthquake Lines in
Runoff").
Stockholders' equity and book value per share increased to $675.2 million and
$7.90 at June 30, 2002, compared to $659.3 million and $7.72 at December 31,
2001. The increase for the six months ended June 30, 2002, was primarily due to
net income of $18.2 million, change in unrealized investment gains of $12.5
million and other changes in comprehensive income of $1.1 million offset by
dividends to stockholders of $13.7 million.
LIQUIDITY AND CAPITAL RESOURCES
The parent company's main sources of liquidity historically have been dividends
received from its insurance subsidiaries and proceeds from issuance of debt or
equity securities. The parent company currently has no debt outstanding. The
parent's only equity security currently outstanding is its common stock, which
has no mandatory dividend obligations. During 2002, the insurance subsidiaries
have the capacity to pay dividends to the parent aggregating approximately $20
million under current insurance regulations.
Recent court rulings may subject certain dividends from the insurance
subsidiaries to California State income tax. The Company believes the sources
of funds referred to above will be adequate to meet its cash needs for dividends
to shareholders or other purposes without receiving additional dividends from
its insurance subsidiaries for the next three quarters. However, there is no
assurance that the tax issue will be favorably resolved within that time frame.
If necessary, the Company believes it can access the capital markets should the
need arise for additional capital to support its growth and other corporate
objectives, although it has no present intentions of doing so. The Company's
S&P claims-paying rating currently is A+, and its AM Best rating is A+.
The Company believes it has taken the proper actions to restore underwriting
profitability in its core auto insurance operations and has thereby enhanced its
liquidity. The Company received approval for a 5.7% auto premium rate increase
in California effective May 6, 2002. Loss costs are increasing at between 3.5%
and 4.0 % per year. However, there can be no assurance that insurance
regulators will grant future rate increases that may be necessary to offset
increases in claims cost trends. Also, the resolution of Northridge Earthquake
claims pursuant to California SB1899 possibly may require more outlays than the
recorded estimates. As a result of such uncertainties, underwriting losses could
recur in the future. Further, the Company could be required to liquidate
investments to pay claims, possibly during unfavorable market conditions, which
could lead to the realization of losses on sales of investments. Each of the
foregoing uncertainties would create some degree of downward pressure on the
insurance subsidiaries' statutory surplus, which in turn could negatively impact
the Company's liquidity.
8
As of June 30, 2002, the Company's insurance subsidiaries had a combined
statutory surplus of $376.6 million compared to $393.1 million at December 31,
2001. The decrease was primarily due to transferring pension and payroll
related obligations from the Parent to the insurance subsidiaries totaling $22.9
million, a $12.3 million decrease in deferred tax assets recognizable under
statutory accounting principles and other nonadmitted items totaling $4.5
million, offset by statutory net income of $19.0 million and the consolidation
of $4.2 million of surplus from 21st of Arizona. The Company's ratio of net
premiums written to surplus was 2.3 for the twelve month period ended June 30,
2002, compared to 2.2 for the year ended December 31, 2001. Cash and
investments at the holding company were $23.9 million at June 30, 2002, compared
to $52.8 million at December 31, 2001. The decline in the parent's cash and
investments is primarily due to repayment of intercompany balances.
RESULTS OF OPERATIONS
The Company reported net income of $9.9 million, or $0.11 diluted earnings per
share, on direct premiums written of $238.4 million for the quarter ended June
30, 2002, compared to net income of $5.8 million, or $0.07 diluted earnings per
share, on direct premiums written of $236.0 million for the same 2001 quarter.
For the six months ended June 30, 2002, net income was $18.2 million, or $0.21
diluted earnings per share, on direct premiums written of $471.5 million. Net
income for the six months ended June 30, 2001, was $10.7 million, or $0.13
diluted earnings per share, on direct premiums written of $472.9 million.
Operating income (i.e., net income before realized investment gains or losses
and excluding results of the homeowner and earthquake lines of business, which
are in runoff - See Note 2) for the three months ended June 30, 2002, was $11.8
million, or $0.14 diluted per share. This compares to 2001 second quarter
operating income $10.5 million, or $0.12 diluted per share. For the six months
ended June 30, 2002 and 2001, respectively, operating income was $23.7 million
and $18.5 million with diluted per share of $0.28 and $0.22.
The components of operating income follow (amounts in thousands):
Three Months Ended June 30, Year-to-Date June 30,
2002 2001 2002 2001
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Pretax underwriting gain (loss) on personal auto lines $ 2,416 $ (218) $ 5,382 $ (4,041)
Investment income 11,384 11,352 22,649 23,078
Federal income tax expense on above (1,966) (593) (4,375) (557)
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Operating income $ 11,834 $ 10,541 $ 23,656 $ 18,480
---------------------------------------------------------------------------------------------------------------------
Underwriting Results - Personal Auto. Automobile insurance is the primary line
of business written by the Company. The Company currently is licensed to write
automobile insurance in 22 states compared to 21 states at the end of 2001.
Vehicles insured outside of California accounted for less than 4% of the
Company's direct written premium in the first six months of 2002 and 2001. The
Company currently is evaluating opportunities relating to expansion into new
states but has not yet formulated definitive plans to do so. Because of the lead
times involved, expansion into new states is not expected to materially affect
the Company's financial results in 2002.
On April 10, 2002, the Company received approval from the California DOI to
implement, effective May 6, 2002, a 5.7% rate increase on its California
personal auto lines.
9
In May 2002, the Company began offering motorcycle insurance in the state of
California. As of June 30, 2002, the impact of this line of business on the
results of operations is immaterial.
Direct premiums written for the auto lines in the second quarter of 2002
increased $16.8 million (7.6%) to $238.5 million from $221.7 million in the same
period last year. For the first half of 2002 direct premiums written for the
auto lines increased $18.8 million (4.2%) to $469.0 million from $450.2 million
in the first six months of 2001. The increases in 2002 included rate increases
($11.1 million for the quarter; $17.2 million year to date) and the effects of
the consolidation of 21st of Arizona ($2.4 million for the quarter; $5.1 million
year to date). Also, the higher number of insured vehicles in the second
quarter of 2002 caused premiums to be $3.3 million higher than in the second
quarter last year, while the lower number of insured vehicles during the first
six months of 2002 caused premiums to be $3.5 million lower than in the first
six months of 2001. California auto retention was 93% in both the second
quarter and first half of 2002 compared to 92% in both the comparable periods
last year; the improvement in 2002 reflects the fact that the Company's
competitors have raised their rates in response to rising loss costs.
Net premiums earned increased $9.1 million (4.3%) and $16.3 million (3.9%) for
the quarter and six months ended June 30, 2002, respectively. These increases
are mainly due to the scheduled decrease in the cession rate under a quota share
reinsurance treaty from 6% in 2001 to 4% in 2002, rate increases and the
consolidation of 21st of Arizona.
Compared to the same periods in 2001, net incurred losses and loss adjustment
expenses increased $4.3 million (2.4%) and $2.6 million (0.7%) during the
quarter and six months ended June 30, 2002, respectively. The ratio of loss and
loss adjustment expenses to net premiums earned was 86.3% for the three months
ended June 30, 2002, and 88.6% for the same period last year. For the six-month
periods ended June 30, 2002 and 2001, the loss and loss adjustment ratios were
86.9% and 89.6%, respectively. The improvement in the ratio was mainly due to
the earn-in of earlier premium rate increases and a reduction in frequency due
to drought conditions in California.
The ratio of net underwriting expenses to net premiums earned was 14.9% for the
three months ended June 30, 2002, and 14.5% for the same period last year. For
the six-month periods ending June 30, 2002 and 2001, the underwriting ratios
were 14.5% and 14.1%, respectively. The increase was primarily due to growth in
advertising expenditures.
The combined ratio was 98.9% and 98.7% in the quarter and six months ended June
30, 2002, respectively, compared to 100.1% and 101.0% in the same periods of
2001.
Investment Results. Compared to the same periods in 2001, net pre-tax
investment income for 2002 remained relatively unchanged. The average annual
pre-tax yield on invested assets for the three and six-month periods ended June
30, 2002, as well as the comparable periods in 2001 was 5.1%. On an after-tax
basis, the yields were 4.4% for both the quarter and six months ended June 30,
2002, respectively, compared to 4.5% and 4.6% for the same periods in 2001.
FORWARD-LOOKING STATEMENTS
The Company's management has made in this report, and from time to time may make
in its public filings, press releases, and oral presentations and discussions,
forward-looking statements concerning the Company's operations, economic
performance and financial condition. Forward-looking statements include, among
other things, discussions concerning the Company's potential, expectations,
beliefs, estimates, forecasts, projections and assumptions. Forward-looking
statements are subject to risks and uncertainties. Actual results could differ
materially from those anticipated by forward-looking statements due to a number
of important factors including, but not limited to, those discussed elsewhere in
this report and in the Company's other public communications, as well as the
following: (a) the intensity of competition from other companies in the
10
insurance industry; (b) the Company's experience with respect to persistency,
underwriting and claims experience including revived claims under SB 1899; (c)
the Company's ability to distribute and administer competitive services in a
timely, cost-effective manner; (d) the Company's visibility in the marketplace
and its financial and claims-paying ratings; (e) regulatory approval for rate
increases and product changes; (f) the effect of changes in laws and regulations
affecting the Company's business, including changes in tax laws affecting
insurance products; (g) market risks related to interest rates; (h) the
Company's ability to develop and deploy information technology and management
information systems to support strategic goals while continuing to control costs
and expenses; (i) the costs of defending litigation or regulating proceedings
and the risk of unanticipated material adverse outcomes in such litigation or
proceedings; (j) changes in accounting and reporting practices; and (k) the
Company's access to adequate financing to support its future business. The
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
interest rates. In addition to market risk, the Company is exposed to other
risks, including the credit risk related to its financial instruments and the
underlying insurance risk related to its core business. As of June 30, 2002,
there have been no material changes in the Company's investment strategies,
types of financial instruments held or the risks associated with such
instruments which would materially alter the market risk disclosures made in the
Company's Annual Statement on Form 10-K for the year ended December 31, 2001.
The first column in the following table shows the financial statement carrying
value of the Company's financial instruments. The Company's investment portfolio
is carried at fair value. The second column shows the effect on the current
carrying value and estimated fair value assuming a 100 basis point increase in
market interest rates. The following sensitivity analysis summarizes only the
exposure to market interest rate risk as of June 30, 2002.
Estimated Fair Value
at Adjusted Market
Carrying Rates/Prices
(Amounts in millions) Value Indicated Below *
--------------------------------------------------------------------------------
Fixed maturity investments available-for-sale $862.1 $793.9
* Adjusted interest rates assume a 100 basis point increase in market rates
at June 30, 2002.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Company is named as a defendant in
lawsuits related to claim and insurance policy issues. Some of the actions
request extra-contractual and/or punitive damages. The actions are vigorously
defended unless a reasonable settlement appears appropriate.
Except as disclosed in the Notes to the Consolidated Financial Statements, the
Company does not believe the outcome of any pending legal proceedings will have
a material adverse effect on its financial position, results of operations or
cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders occurred on June 26, 2002, in which the
following individuals were re-elected as directors: John B. De Nault, III,
William N. Dooley, R. Scott Foster, M.D., Roxani M. Gillespie, Bruce W. Marlow,
James P. Miscoll, Robert M. Sandler, Gregory M. Shepard and Howard I. Smith.
The shareholders also ratified the appointment of PricewaterhouseCoopers LLP
("PwC") as the Company's independent accountants for 2002.
The shareholders voted as follows:
Withhold or
Proposals For Against Abstain
------------------------------------- ---------- --------- -----------
Election of Directors
J. De Nault, III 76,693,026 6,715,249
W. Dooley 71,129,089 12,279,186
R. Foster, M.D. 72,406,017 11,002,258
R. Gillespie 72,381,947 11,026,328
B. Marlow 71,193,141 12,215,134
J. Miscoll 72,390,070 11,018,205
R. Sandler 71,004,268 12,404,007
G. Shepard 78,422,407 4,985,868
H. Smith 71,264,280 12,143,995
Appointment of PricewaterhouseCoopers 76,169,370 7,211,896 27,009
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K
None.
12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
21ST CENTURY INSURANCE GROUP
----------------------------
(Registrant)
Date: July 24, 2002 /s/ Bruce W. Marlow
---------------------- -------------------------------------
BRUCE W. MARLOW
President and Chief Executive Officer
Date: July 24, 2002 /s/ Douglas K. Howell
---------------------- -------------------------------------
DOUGLAS K. HOWELL
Senior Vice President, Chief
Financial Officer and Treasurer
13