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Wiki Wiki Summary
Insurance Securitization is the financial practice of pooling various types of contractual debt such as residential mortgages, commercial mortgages, auto loans or credit card debt obligations (or other non-debt assets which generate receivables) and selling their related cash flows to third party investors as securities, which may be described as bonds, pass-through securities, or collateralized debt obligations (CDOs). Investors are repaid from the principal and interest cash flows collected from the underlying debt and redistributed through the capital structure of the new financing.
Lluís Companys Lluís Companys i Jover (Catalan pronunciation: [ʎuˈis kumˈpaɲs]; 21 June 1882 – 15 October 1940) was a Spanish politician from Catalonia who served as president of Catalonia from 1934 and during the Spanish Civil War.\nCompanys was a lawyer close to labour movement and one of the most prominent leaders of the Republican Left of Catalonia (ERC) political party, founded in 1931.
Passeig de Lluís Companys, Barcelona Passeig de Lluís Companys (Catalan pronunciation: [pəˈsɛdʒ də ʎuˈis kumˈpaɲs]) is a promenade in the Ciutat Vella and Eixample districts of Barcelona, Catalonia, Spain, and can be seen as an extension of Passeig de Sant Joan. It was named after President Lluís Companys, who was executed in 1940.
Company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals.
Companys, procés a Catalunya Companys, procés a Catalunya (Spanish: Companys, proceso a Cataluña) is a 1979 Spanish Catalan drama film directed by Josep Maria Forn, based on the last months of the life of the President of Catalonia, Lluís Companys, in which he shows his detention by the Nazis and his subsequent execution by the Spanish Francoists. It competed in the Un Certain Regard section at the 1979 Cannes Film Festival.
List of largest companies in the United States by revenue This list comprises the largest companies in the United States by revenue as of 2022, according to the Fortune 500 tally of companies. Retail corporation Walmart has been the largest company in the US by revenue since 2014.
The Walt Disney Company The Walt Disney Company, commonly known as Disney (), is an American multinational mass media and entertainment conglomerate headquartered at the Walt Disney Studios complex in Burbank, California.\nDisney was originally founded on October 16, 1923, by brothers Walt and Roy O. Disney as the Disney Brothers Cartoon Studio; it also operated under the names the Walt Disney Studio and Walt Disney Productions before changing its name to the Walt Disney Company in 1986.
Amazon (company) Amazon.com, Inc. ( AM-ə-zon) is an American multinational technology company which focuses on e-commerce, cloud computing, digital streaming, and artificial intelligence.
Competition Competition is a rivalry where two or more parties strive for a common goal which cannot be shared: where one's gain is the other's loss (an example of which is a zero-sum game). Competition can arise between entities such as organisms, individuals, economic and social groups, etc.
List of municipalities in California California is a state located in the Western United States. It is the most populous state and the third largest by area after Alaska and Texas.
University of California The University of California (UC) is a public land-grant research university system in the U.S. state of California. The system is composed of the campuses at Berkeley, Davis, Irvine, Los Angeles, Merced, Riverside, San Diego, San Francisco, Santa Barbara, and Santa Cruz, along with numerous research centers and academic abroad centers.
Southern California Southern California (commonly shortened to SoCal) is a geographic and cultural region that generally comprises the southern portion of the U.S. state of California. It includes the Los Angeles metropolitan area, the second most populous urban agglomeration in the United States.
California Saga/California "California Saga/California" is a song by American rock band the Beach Boys from their January 1973 album Holland. It was written by Al Jardine and is the third and final part of the "California Saga" series of songs on Holland.
Baja California Baja California (Spanish pronunciation: [ˈbaxa kaliˈfoɾnja] (listen); 'Lower California'), officially the Free and Sovereign State of Baja California (Spanish: Estado Libre y Soberano de Baja California) is a state in Mexico. It is the northernmost and westernmost of the 32 federal entities of Mexico.
The Californias The Californias (Spanish: Las Californias), occasionally known as The Three Californias or Two Californias, are a region of North America spanning the United States and Mexico, consisting of the U.S. state of California and the Mexican states of Baja California and Baja California Sur. Historically, the term Californias was used to define the vast northwestern region of Spanish America, as the Province of the Californias (Spanish: Provincia de las Californias), and later as a collective term for Alta California and the Baja California Peninsula.Originally a single, vast entity within the Spanish Empire, as the Californias became defined in their geographical limits, their administration was split various times into Baja California (Lower California) and Alta California (Upper California), especially during the Mexican control of the region, following the Mexican War of Independence.
The Weather Company The Weather Company is a weather forecasting and information technology company that owns and operates weather.com and Weather Underground. The Weather Company has been a subsidiary of the Watson & Cloud Platform business unit of IBM since 2016.
The Honest Company The Honest Company, Inc. is an American consumer goods company, founded by actress Jessica Alba.
To the Stars (company) To the Stars... Academy of Arts & Sciences (often referred to as To the Stars or TTSA) is a San Diego-based company co-founded by Tom DeLonge, guitarist of Blink-182 and Angels & Airwaves; Harold E. Puthoff; and Jim Semivan.
Competitors for the Crown of Scotland When the crown of Scotland became vacant in September 1290 on the death of the seven-year-old child Queen Margaret, 13 claimants to the throne came forward. Those with the most credible claims were John Balliol, Robert Bruce, John Hastings and Floris V, Count of Holland.
List of female fitness and figure competitors This is a list of female fitness and figure competitors.\n\n\n== A ==\nJelena Abbou\n\n\n== B ==\nLauren Beckham\nAlexandra Béres\nSharon Bruneau\n\n\n== C ==\nNatalie Montgomery-Carroll\nJen Cassetty\nKim Chizevsky\nSusie Curry\n\n\n== D ==\nDebbie Dobbins\nNicole Duncan\n\n\n== E ==\nJamie Eason\nAlexis Ellis\n\n\n== F ==\nAmy Fadhli\nJaime Franklin\n\n\n== G ==\nAdela García \nConnie Garner\nElaine Goodlad\nTracey Greenwood\nOksana Grishina\n\n\n== H ==\nMallory Haldeman\nVanda Hădărean\nJen Hendershott\nSoleivi Hernandez\nApril Hunter\n\n\n== I ==\n\n\n== J ==\nTsianina Joelson\n\n\n== K ==\nAdria Montgomery-Klein\nAshley Kaltwasser\n\n\n== L ==\nLauren Lillo\nMary Elizabeth Lado\nTammie Leady\nJennifer Nicole Lee\nAmber Littlejohn\nJulie Lohre\nJenny Lynn\n\n\n== M ==\nTimea Majorová\nLinda Maxwell\nDavana Medina\nJodi Leigh Miller\nChisato Mishima\n\n\n== N ==\nKim Nielsen\n\n\n== O ==\n\n\n== P ==\nVicky Pratt\nElena Panova\nChristine Pomponio-Pate\nCathy Priest\n\n\n== Q ==\n\n\n== R ==\nMaite Richert\nCharlene Rink\nKelly Ryan\n\n\n== S ==\nErin Stern\nCarol Semple-Marzetta\nKrisztina Sereny\nTrish Stratus (Patricia Anne Stratigias)\n\n\n== T ==\nKristi Tauti\nJennifer Thomas\n\n\n== U ==\n\n\n== V ==\nLisa Marie Varon\n\n\n== W ==\nLatisha Wilder\nTorrie Wilson\nLyen Wong\nJenny Worth\nNicole Wilkins\n\n\n== Y ==\n\n\n== Z ==\nMarietta Žigalová\nMalika Zitouni\n\n\n== See also ==\nList of female bodybuilders\n\n\n== References ==\nThere has been a rise in the number of women wanting to compete as fitness models.
Competitor Group Competitor Group, Inc. (CGI) is a privately held, for-profit, sports marketing and management company based in Mira Mesa, San Diego, California.
Product liability Product liability is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. Although the word "product" has broad connotations, product liability as an area of law is traditionally limited to products in the form of tangible personal property.
Vicarious liability Vicarious liability is a form of a strict, secondary liability that arises under the common law doctrine of agency, respondeat superior, the responsibility of the superior for the acts of their subordinate or, in a broader sense, the responsibility of any third party that had the "right, ability or duty to control" the activities of a violator. It can be distinguished from contributory liability, another form of secondary liability, which is rooted in the tort theory of enterprise liability because, unlike contributory infringement, knowledge is not an element of vicarious liability.
Limited liability Limited liability is a legal status where a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors.
The Liability The Liability (also known as The Hitman's Apprentice) is a 2013 British black comedy crime-thriller film directed by Craig Viveiros and written by John Wrathall. The film stars Tim Roth, Talulah Riley, Jack O'Connell and Peter Mullan.
Legal liability In law, liable means "responsible or answerable in law; legally obligated". Legal liability concerns both civil law and criminal law and can arise from various areas of law, such as contracts, torts, taxes, or fines given by government agencies.
Liability (financial accounting) In financial accounting, a liability is defined as the future sacrifices of economic benefits that the entity is\nobliged to make to other entities as a result of past transactions or other past events, the settlement of which may result in the transfer or use of assets, provision of services or other yielding of economic benefits in the future.\n\n\n== Characteristics ==\nA liability is defined by the following characteristics:\n\nAny type of borrowing from persons or banks for improving a business or personal income that is payable during short or long time;\nA duty or responsibility to others that entails settlement by future transfer or use of assets, provision of services, or other transaction yielding an economic benefit, at a specified or determinable date, on occurrence of a specified event, or on demand;\nA duty or responsibility that obligates the entity to another, leaving it little or no discretion to avoid settlement; and,\nA transaction or event obligating the entity that has already occurredLiabilities in financial accounting need not be legally enforceable; but can be based on equitable obligations or constructive obligations.
December December is the twelfth and the final month of the year in the Julian and Gregorian calendars. It is also the last of seven months to have a length of 31 days.
December 17 December 17 is the 351st day of the year (352nd in leap years) in the Gregorian calendar; 14 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n497 BC – The first Saturnalia festival was celebrated in ancient Rome.
December 10 December 10 is the 344th day of the year (345th in leap years) in the Gregorian calendar; 21 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n1317 – The "Nyköping Banquet": King Birger of Sweden treacherously seizes his two brothers Valdemar, Duke of Finland and Eric, Duke of Södermanland, who were subsequently starved to death in the dungeon of Nyköping Castle.
December 1 December is the twelfth and the final month of the year in the Julian and Gregorian calendars. It is also the last of seven months to have a length of 31 days.
2016 in aviation This is a list of aviation-related events from 2016.\n\n\n== Events ==\n\n\n=== January ===\nThe Government of Italy permitted United States unmanned aerial vehicles (UAVs or drones) to fly strike missions from Naval Air Station Sigonella in Sicily where the US has operated unarmed surveillance UAVs since 2001 against Islamic State targets in Libya, but only if they are "defensive," protecting U.S. forces or rescuers retrieving downed pilots.
December 18 December 11 is the 345th day of the year (346th in leap years) in the Gregorian calendar; 20 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n220 – Emperor Xian of Han is forced to abdicate the throne by Cao Cao's son Cao Pi, ending the Han dynasty.
December 26 December 15 is the 349th day of the year (350th in leap years) in the Gregorian calendar; 16 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n533 – Vandalic War: Byzantine general Belisarius defeats the Vandals, commanded by King Gelimer, at the Battle of Tricamarum.
December 8 December 3 is the 337th day of the year (338th in leap years) in the Gregorian calendar; 28 days remain until the end of the year.\n\n\n== Events ==\n\n\n=== Pre-1600 ===\n915 – Pope John X crowns Berengar I of Italy as Holy Roman Emperor (probable date).
Scottish Highlands The Highlands (Scots: the Hielands; Scottish Gaelic: a’ Ghàidhealtachd [ə ˈɣɛːəl̪ˠt̪ʰəxk], 'the place of the Gaels') is a historical region of Scotland. Culturally, the Highlands and the Lowlands diverged from the Late Middle Ages into the modern period, when Lowland Scots replaced Scottish Gaelic throughout most of the Lowlands.
Ouaddaï highlands Ouaddaï Highlands is an area in east of Chad along the border with Sudan. The Ennedi Plateau and the Ouaddaï highlands in the east of Chad complete the image of a gradually sloping basin, which descends towards Lake Chad.
New York–New Jersey Highlands The New York – New Jersey Highlands is a geological formation composed primarily of Precambrian igneous and metamorphic rock running from the Delaware River near Musconetcong Mountain, northeast through the Skylands Region of New Jersey along the Bearfort Ridge and the Ramapo Mountains, Sterling Forest, Harriman and Bear Mountain State Parks in New York, to the Hudson River at Storm King Mountain. The northern region is also known as the Hudson Highlands and the southern as the New Jersey Highlands.
Risk Factors
SCPIE HOLDINGS INC ITEM 1A RISK FACTORS The Company’s business involves various risks and uncertainties, some of which are discussed in this section
The information discussed below should be considered carefully with the other information contained in this Annual Report on Form 10-K and the other documents and materials filed by the Company with the SEC, as well as news releases and other information publicly disseminated by the Company from time to time
The risks and uncertainties described below are not the only ones facing the Company
Additional risks and uncertainties not presently known to the Company, or that it currently believes to be immaterial, may also adversely affect the Company’s business
Any of the following risks or uncertainties that develop into actual events could have a materially adverse effect on the Company’s business, financial conditions or results of operations
Concentration of Business Substantially all of the Company’s direct premiums written are generated from healthcare liability insurance policies issued to physicians and medical groups, healthcare facilities and other providers in the healthcare industry
As a result, negative developments in the economic, competitive or regulatory conditions affecting the healthcare liability insurance industry, particularly as such developments might affect medical malpractice insurance for physicians and medical groups, could have a material adverse effect on the Company’s results of operations
Almost all of the Company’s 2006 premiums written will be generated in California
The revenues and profitability of the Company are therefore subject to prevailing regulatory, economic and other conditions in California, particularly Southern California
In addition, approximately 24dtta1prca of premiums written were generated by groups of nine physicians or more
The largest group of physicians accounted for 2dtta5prca of total premiums written in 2005 and one program of affiliated groups, accounted for 6dtta9prca of premiums written in 2005
Importance of Brokers In the past few years, brokers have become increasingly important to the Company’s growth
During 2005, the Company wrote approximately 37prca of its core healthcare liability business through independent brokers
The Company competes with other insurers for this brokerage business
To maintain its relationship with independent brokers, the Company must pay competitive commissions, be able to respond to their needs quickly and adequately, and create a consistently high level of policyholder service and satisfaction
If a broker finds it preferable to do business with the Company’s competitors, it could be difficult to renew existing business written through such broker or attract new business
Uncertainties of Future Expansion From 1996 to 2001, the Company significantly expanded its healthcare liability insurance products into markets outside California
This expansion was not successful, and the Company is now “running off” this non-core healthcare liability business
At the present time, the Company has one continuing non-California program for physicians and medical groups in Delaware and may consider adding programs on a selective basis in the future
The Company cannot predict whether this remaining program will be ultimately successful or whether the 22 ______________________________________________________________________ [47]Table of Contents Company will have the opportunity to add such programs in Delaware or other jurisdictions, and, if so, whether any additional program will be successful
Success will depend upon, among other things, the Company’s access to sufficient capital for any future expansion and its ability to accurately underwrite the healthcare risks and adequately price its policies in these other jurisdictions in which the Company does not have current experience
Industry Factors Many factors influence the financial results of the healthcare liability insurance industry, several of which are beyond the control of the Company
These factors include, among other things, changes in severity and frequency of claims; changes in applicable law and regulatory reform; changes in judicial attitudes toward liability claims; and changes in inflation, interest rates and general economic conditions
The availability of healthcare liability insurance, or the industry’s underwriting capacity, is determined principally by the industry’s level of capitalization, historical underwriting results, returns on investment and perceived premium rate adequacy
Historically, the financial performance of the healthcare liability insurance industry has tended to fluctuate between a soft insurance market and a hard insurance market
In a soft insurance market, competitive conditions could result in premium rates and underwriting terms and conditions that may be below profitable levels
For a number of years, the healthcare liability insurance industry in California and nationally has faced a soft insurance market
Although the Company believes that the California insurance market is improved, there can be no assurance that this improvement will continue or as to its effect on the Company’s financial condition and results of operations
Competition The Company competes with numerous insurance companies in the California market
The Company’s principal competitors for physicians and medical groups in California consist of three physician-owned mutual or reciprocal insurance companies, several commercial companies and a physicians’ mutual protection trust, which levies assessments primarily on a “claims paid” basis
In addition, commercial insurance companies compete for the medical malpractice insurance business of larger medical groups and other healthcare providers
Several of these competitors have greater financial resources than the Company
Between 1993 and 2002, the Company instituted overall rate increases in order to improve its underwriting results
These rate increases were higher than those implemented by most of its competitors
As a result, the Company lost some of its policyholders, in part due to its rate increases
In 2003, the Company’s rates became more competitive, as its requested rate increase for that year was delayed until the fourth quarter
In October 2003, the Company instituted an average 9dtta9prca rate increase for California physicians and medical groups and in January 2005, implemented an additional 6dtta5prca rate increase
The Company believes its rates remain generally competitive with those of other companies, after giving effect to these rate increases
The effect of any future rate increases on the Company’s ability to retain and expand its healthcare liability insurance business in California is uncertain
In addition to pricing, competitive factors may include policyholder dividends, financial stability, breadth and flexibility of coverage and the quality and level of services provided
Two of the Company’s physician-owned competitors have recently announced their intention to institute or expand policyholder dividend programs in California
The Company considers its AM Best rating to be extremely important to its ability to compete in its core markets
The Company’s current rating of B (Fair) with a negative outlook could aversely affect the Company’s ability to attract and retain policyholders in California and Delaware
” Loss and LAE Reserves The reserves for losses and LAE established by the Company are estimates of amounts needed to pay reported and unreported claims and related LAE The estimates are based on assumptions related to the ultimate cost of settling such claims based on facts and interpretation of circumstances then known, predictions of future events, estimates of future trends in claims frequency and severity, judicial theories of liability, legislative activity, reports from ceding reinsurers and other factors
However, establishment of appropriate reserves is an inherently uncertain process involving estimates of future losses, and there can be no assurance that currently established reserves will prove adequate in light of subsequent actual experience
The inherent uncertainty is greater for healthcare liability reserves where a longer period may elapse before a definite determination of ultimate claim liability is made, and where the judicial, political and regulatory climates are changing
Healthcare liability claims and expenses may be paid over a period of 10 or more years, which is longer than most property and casualty claims
Trends in losses on long-tail lines of business such as healthcare liability may be slow to appear, and accordingly, the Company’s reaction in terms of modifying underwriting practices and changing premium rates may lag underlying loss trends
The core healthcare liability net reserves account for 23 ______________________________________________________________________ [48]Table of Contents dlra256dtta9 million or 66dtta9prca of total net reserves as of December 31, 2005
This portion of the reserves has the most historical experience available for actuarial analysis, and therefore should be the most predictable
A subsequent change of 1prca in estimated loss cost trends based on more recent experience would have an effect of approximately dlra5dtta2 million on estimated reserve levels
The reserves related to the non-core healthcare liability business present additional problems in determining adequate reserves
As the size of these reserves decline and the number of underlying cases decrease, the ultimate losses become more related to specific case results
Therefore, unexpected legal results in healthcare liability cases can produce unexpected reserve development
This was evident in 2004 as one adverse verdict in a Florida hospital case and an unexpected rise in severe dental claims caused a material upward development of prior years reserves
Since some of the remaining cases in the non-core healthcare liability business will ultimately go to trial many years after the event of loss, adverse verdicts or settlements at trial may affect the accuracy of future reserving
As of December 31, 2005, non-core healthcare liability reserves accounted for dlra60dtta6 million or 15dtta8prca of total net reserves
Outstanding claims have fallen from 739 at December 31, 2003 to 431 at December 31, 2004, and to 229 at December 31, 2005
The following table presents the net assumed reinsurance reserves (including retrospective reserves ceded under the Rosemont Re Treaty of dlra7dtta1 million, dlra12dtta7 million, and dlra36dtta3 million, respectively) by major component as of December 31: 2005 2004 2003 (In Thousands) Lloyd’s Syndicates(1) $ — $ 21cmam922 $ 39cmam091 London based business 24cmam427 18cmam873 23cmam176 Occupational accident business 21cmam780 26cmam561 24cmam460 Excess D&O liability 6cmam375 7cmam375 3cmam778 Bail and immigration bonds ^ 573 ^^(2) 3cmam489 — Other 6cmam039 9cmam588 15cmam853 _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ $ 59cmam194 $ 87cmam808 $ 106cmam358 _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ (1) Syndicates for which the Company provided capital
(2) Additional net liabilities of dlra3dtta9 million representing payment requests made to the Company are included in other liabilities on the Company’s balance sheet
These net liabilities are being contested in pending arbitrations
”) Approximately 50prca of the net assumed reinsurance reserves outstanding as of December 31, 2005 are primarily based on actuarial work performed by or for the ceding insurers
Since the time required for the ultimate losses to be reported through the world wide reinsurance system may cover several years, unexpected events are more difficult to predict
Establishing reserves in the assumed reinsurance area is complicated by the delay in reporting that naturally occurs as information passes through the worldwide reinsurance network
In addition, sudden and catastrophic events do occur and further complicate the reserving process
Examples of these types of events include the World Trade Center terrorist attack in 2001, the sudden collapse of GoshawK Syndicate 102 in 2003 and the collapse of a large bonding company in 2004
In 2005 a number of London based insureds including various Lloyd’s syndicates increased reserve estimates from 2000 and 2001 policy years
The Company believes that its current assumed reinsurance reserve levels are adequate, but they may vary as the Company receives new information from the ceding insurers
While the Company believes that its reserves for losses and LAE are adequate, there can be no assurance that the Company’s ultimate losses and LAE will not deviate, perhaps substantially, from the estimates reflected in the Company’s financial statements
If the Company’s reserves should prove inadequate, the Company will be required to increase reserves, which could have a material adverse effect on the Company’s financial condition or results of operations
Rate Changes in California In September 2002, the Company filed an application with the California Department of Insurance for a rate increase for physicians and medical groups of approximately 15dtta6prca, effective January 1, 2003
A self-styled consumer group objected to this proposed rate increase in November 2002, and requested a hearing on the application
The Department granted a hearing pursuant to state procedural rules
The hearing commenced on March 11, 2003, before an administrative law judge
The administrative law judge rendered her decision for a 9dtta9prca 24 ______________________________________________________________________ [49]Table of Contents increase and the California Insurance Commissioner upheld her ruling
The Company implemented the rate increase in the fourth quarter 2003
In September 2003, the Company filed another application for a rate increase of approximately 8dtta9prca, effective January 1, 2004
The consumer group requested a hearing on the application in November 2003
In December 2003, in order to avoid another lengthy and costly hearing, the Company withdrew its application
In May 2004, the Company filed for an overall 6dtta5prca rate increase in California, which was again challenged by the same foundation
The Insurance Commissioner approved this application in its entirety, without a hearing, and the Insurance Subsidiaries implemented this rate increase on January 1, 2005
The Company has not applied for any California rate changes for 2006
The Company plans to file applications for future rate changes in California that it considers justified by reason of its loss experience
The Company may encounter objections and delays in obtaining approval of any requested changes
If future rate requests are denied or significantly reduced, or if there are substantial delays in implementing a favorable decision, the Company’s operations could be adversely affected
Necessary Capital and Surplus Measures of capital and surplus are used in the casualty insurance industry to evaluate the safety and financial strength of an insurer
Recognized guidelines in the Company’s segment are that (i) an insurer should not operate at a ratio of net premiums written to statutory capital and surplus (policyholder surplus) greater than 1 to 1, and (ii) an insurer should not have a ratio of net loss and LAE reserves to policyholder surplus greater than 3 to 1
In recent years the Company has unfavorably exceeded both these measures because of the losses incurred in the non-core healthcare liability insurance and assumed reinsurance business
During 2004 and particularly in 2005, the Company has significantly improved its position
At December 31, 2005, the Company had a ratio of net premiums written to policyholder surplus of
87 to 1 and a ratio of net loss and LAE reserves to policyholder surplus of 2dtta64 to 1
At these levels, however, the Company may have limited ability to materially expand its core business without exceeding one or both of these ratios
Moreover, the Company cannot predict whether this improvement in policyholder surplus will be sufficient to result in an improved rating from AM Best
In addition, the Company could experience unexpected losses and loss reserve increases similar to those experienced in recent years that would negatively impact these ratios and the Company’s overall financial strength
The Company may need to raise additional capital through financings to improve its financial position
Any equity or debt financing, if available at all, may not be available on terms that are favorable to the Company
In the case of equity financings, dilution to the Company’s stockholders could result, and in any case securities may have rights preferences and privileges that are senior to those of the Company’s current stockholders
If the Company’s need for capital arises because of significant losses, the occurrence of these losses may make it more difficult to raise capital
If the Company cannot obtain adequate capital on favorable terms or at all, its business, operating results and financial condition could be adversely affected
Liquidity The Company’s investment portfolio primarily consists of readily marketable fixed income securities
In addition, the Company holds a significant cash and short-term investment position as of December 31, 2005
Should cash needs of the Company, primarily loss reserve payments, require the unplanned sale of a portion of the fixed income portfolio when the portfolios carrying value is in excess of current market rates, losses on security sales could impact the Company’s earnings in the period of sale
Changes in Healthcare Significant attention has recently been focused on reforming the healthcare system at both the federal and state levels
A broad range of healthcare reform and patients’ rights measures have been suggested, and public discussion of such measures will likely continue in the future
Proposals have included, among others, spending limits, price controls, limits on increases in insurance premiums, limits on the liability of doctors and hospitals for tort claims, increased tort liabilities for managed care organizations and changes in the healthcare insurance system
The Company cannot predict which, if any, reform proposals will be adopted, when they may be adopted or what impact they may have on the Company
While some of these proposals could be beneficial to the Company, the adoption of others could have a material adverse effect on the Company’s financial condition or results of operations
In addition to regulatory and legislative efforts, there have been significant market-driven changes in the healthcare environment
In recent years, a number of factors related to the emergence of “managed care” have negatively impacted or threatened to impact the medical practice and economic independence of physicians
Physicians have found it more difficult to conduct a traditional fee for service practice and many have been driven to join or contractually affiliate with managed care organizations, healthcare delivery systems or practice management organizations
This consolidation could result in the elimination or significant decrease in the role of the physician and the medical group from the medical professional liability purchasing decision
In addition, the consolidation could reduce primary medical 25 ______________________________________________________________________ [50]Table of Contents malpractice insurance premiums paid by healthcare systems, as larger healthcare systems generally retain more risk by accepting higher deductibles and self-insured retentions or form their own captive insurance companies
Importance of AM Best Rating AM Best ratings are an increasingly important factor in establishing the competitive position of insurance companies
The rating reflects AM Best’s opinion of an insurance company’s financial strength, operating performance and ability to meet its obligations to policyholders
Prior to 2002, each of the Insurance Subsidiaries held an A (Excellent) rating from AM Best
This is the same rating held by most of the Company’s principal competitors in the healthcare liability insurance market in California
On February 21, 2002, AM Best reduced the Insurance Subsidiaries’ rating to B++ (Very Good) and further reduced the Insurance Subsidiaries’ rating to B+ (Very Good) on October 7, 2002 and to B (Fair) with a negative outlook on November 14, 2003
This puts the Insurance Subsidiaries at a competitive disadvantage with its principal California competitors
The Insurance Subsidiaries rely heavily on their longstanding policyholder relations and reputation in California, and compete principally on this basis in the California market
The Insurance Subsidiaries have not currently experienced a significant loss of business because of this AM Best rating; however, competitors could use their rating advantage to attract some of the Insurance Subsidiaries’ policyholders
If the Insurance Subsidiaries’ AM Best rating were to be further reduced, this could have a material adverse effect on the Insurance Subsidiaries’ ability to continue to write policies in some segments of the market
Ceded Reinsurance The amount and cost of reinsurance available to companies specializing in medical professional liability insurance are subject, in large part, to prevailing market conditions beyond the control of the Company
The Company’s ability to provide professional liability insurance at competitive premium rates and coverage limits on a continuing basis will depend in part upon its ability to secure adequate reinsurance in amounts and at rates that are commercially reasonable
In general, the Company’s reinsurance agreements are for a one year term
Although the Company anticipates that it will continue to be able to obtain such reinsurance on reasonable terms, there can be no assurance that this will be the case
In the past few years, the Company experienced a number of large paid losses under its healthcare liability insurance policies that were in excess of the limits of insurance retained by the Company and thus were borne by the reinsurers
The Company is subject to a credit risk with respect to its reinsurers because reinsurance does not relieve the Company of liability to its insureds for the risks ceded to reinsurers
Although the Company places its reinsurance with reinsurers it believes to be financially stable, a significant reinsurer’s inability to make payment under the terms of a reinsurance treaty could have a material adverse effect on the Company
Rosemont Re, with which the Company had the largest receivable balance at December 31, 2005, incurred substantial unexpected losses during 2005 as a result of hurricanes Katrina, Rita and Wilma
Rosemont Re has ceased writing any new business and is in run-off
Under the Company’s reinsurance arrangement with Rosemont Re, Rosemont Re assets approximately equal to the estimated liabilities are currently held in trust to satisfy the liabilities
If the liabilities increased materially in the future, the Company would have to look to Rosemont’s Re’s general assets to satisfy any liabilities not covered by the trust assets
Highlands Insurance Group Contingent Liability The Company is obligated to assume certain policy obligations of Highlands Insurance Company (Highlands) in the event Highlands is declared insolvent by a court of competent jurisdiction and is unable to pay these obligations
The coverages principally involve workers’ compensation, commercial automobile and general liability
Highlands currently is under the jurisdiction of the Texas District Court which appointed the Texas Insurance Commissioner as a permanent Receiver of Highlands in November 2003
The Receiver continues to resolve Highlands claim liabilities and otherwise conduct its business as part of his efforts to rehabilitate Highlands
At December 31, 2005, Highlands had established case loss reserves of dlra7dtta3 million, net of reinsurance, for the subject policies
Based on a limited review of the exposures remaining, the Company estimates that IBNR losses are dlra3dtta8 million, for a total loss and LAE reserve of dlra11dtta1 million
This estimate is not based on a full reserve analysis of the exposures and is not recorded in the Company’s reserves
If Highlands is declared insolvent and liquidated by court order, the Company would likely be required to assume Highlands’ remaining obligations under the subject policies
The court order appointing the Receiver expressly provided that it did not constitute a finding of Highlands insolvency
On December 30, 2005, the Receiver filed a financial report for Highlands as of November 30, 2005
In the report, the Receiver filed a financial report for Highlands as of November 30, 2005
In the report, the Receiver listed total assets of dlra354dtta2 million and total liabilities of dlra324dtta6 million, not including any IBNR reserves, which are currently under review by an independent actuarial firm, nor any anticipated investment income associated with reserves
26 ______________________________________________________________________ [51]Table of Contents Bail and Immigration Bond Proceedings The Company’s Insurance Subsidiary, AHI, was a reinsurer during 2001 and 2002 under separate reinsurance agreements with Highlands and two other primary insurers covering bail and immigration bond programs administered by a single bonding company
During 2004, the bonding company failed and the primary insurers have made claims against AHI that are now part of active arbitration proceedings
The Company believes that its liability could amount to a potential loss of approximately dlra10dtta0 million
The Company’s best estimate of dlra6dtta5 million is recorded in the financial statements
” At least one of the primary insurers has not yet asserted all losses under the program, and the amount of the potential liability could be greater than presently estimated
Holding Company Structure—Limitation on Dividends SCPIE Holdings is an insurance holding company whose assets consist of all of the outstanding capital stock of SCPIE Indemnity, which in turn owns all of the outstanding capital stock of AHI and AHSIC As an insurance holding company, SCPIE Holdings’ ability to meet its obligations and to pay dividends, if any, may depend upon the receipt of sufficient funds from SCPIE Indemnity
The payment of dividends to SCPIE Holdings by SCPIE Indemnity is subject to general limitations imposed by California insurance laws
See “Business—Regulation—Regulation of Dividends from Insurance Subsidiaries” and “Note 6 to Consolidated Financial Statements
” Anti-Takeover Provisions SCPIE Holdings’ amended and restated certificate of incorporation and amended and restated bylaws include provisions that may delay, defer or prevent a takeover attempt that stockholders may consider to be in their best interests
These provisions include: • a classified Board of Directors; • authorization to issue up to 5cmam000cmam000 shares of preferred stock, par value dlra1dtta00 per share, in one or more series with such rights, obligations, powers and preferences as the Board of Directors may provide; • a limitation which permits only the Board of Directors, the Chairman of the Board or the President of SCPIE Holdings to call a special meeting of stockholders; • a prohibition against stockholders acting by written consent; • provisions prohibiting directors from being removed without cause and only by the affirmative vote of holders of two-thirds of the outstanding shares of voting securities; • provisions allowing the Board of Directors to increase the size of the Board and to fill vacancies and newly created directorships; • provisions that do not permit cumulative voting in the election of directors; and • advance notice procedures for nominating candidates for election to the Board of Directors and for proposing business before a meeting of stockholders
The Company is subject to Section 203 of the Delaware general corporation law which, in general, prohibits a publicly held Delaware corporation from engaging in a business combination with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner
An “interested stockholder” is defined generally as a person who, together with affiliates and associates, owns or within three years prior to the determination of interested stockholder status, did own, 15prca or more of a corporation’s voting stock
The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors
In addition, state insurance holding company laws applicable to the Company in general provide that no person may acquire control of SCPIE Holdings without the prior approval of appropriate insurance regulatory authorities
See “Business—Regulation—Holding Company Regulation
The Company has also adopted a rights plan that could discourage, delay or prevent an acquisition of the Company that is not approved by the Board of Directors of the Company
The rights plan provides for preferred stock purchase rights attached to each share of the Company’s Common Stock, which will cause substantial dilution to a person or group acquiring 20prca or more of the Company’s outstanding stock if the acquisition is not approved by the Company’s Board of Directors
27 ______________________________________________________________________ [52]Table of Contents Fluctuations in Stock Price The market price of the Company’s common stock price could be subject to significant fluctuations and/or may decline
Among the factors that could affect the Company’s stock price are: • variations in the Company’s operating results; • actions or announcements by our competitors; • actions by institutional and other stockholders; • general market conditions; and • domestic and international economic factors unrelated to our performance
The stock markets in general have recently experienced volatility that has sometimes been unrelated to the operating performance of particular companies
These broad market fluctuations may cause the trading price of the Company’s common stock to decline
Regulatory and Related Matters Insurance companies are subject to supervision and regulation by the state insurance authority in each state in which they transact business
Such supervision and regulation relate to numerous aspects of an insurance company’s business and financial condition, including limitations on lines of business, underwriting limitations, the setting of premium rates, the establishment of standards of solvency, statutory surplus requirements, the licensing of insurers and agents, concentration of investments, levels of reserves, the payment of dividends, transactions with affiliates, changes of control, the approval of policy forms, and periodic examinations of the insurance company’s financial statements and records
Such regulation is concerned primarily with the protection of policyholders’ interests rather than stockholders’ interests
See “Business—Regulation
” The Risk-Based Capital rules provide for different levels of regulatory attention depending on the amount of a company’s total adjusted capital compared to its various RBC levels
At December 31, 2005 each of the Insurance Subsidiaries’ RBC exceeded the threshold requiring the least regulatory attention
At December 31, 2005, SCPIE Indemnity exceeded this threshold by dlra85dtta9 million
If the Company incurred sustained material losses, the Company could fall below this threshold
State regulatory oversight and various proposals at the federal level may in the future adversely affect the Company’s results of operations
In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and certain state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems
Further, the NAIC and state insurance regulators are reexamining existing laws and regulations, which in many states has resulted in the adoption of certain laws that specifically focus on insurance company investments, issues relating to the solvency of insurance companies, RBC guidelines, interpretations of existing laws, the development of new laws and the definition of extraordinary dividends