-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GQBGo1kvdr+4KCsllb9VT7CO7sYM46z3vXxjOC/UrSbkht2ssgEVT+kQFYgaFaBG KvpAmFQnR2j7heaFJ/o2gw== 0000074260-04-000019.txt : 20040311 0000074260-04-000019.hdr.sgml : 20040311 20040311170801 ACCESSION NUMBER: 0000074260-04-000019 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD REPUBLIC INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074260 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 362678171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10607 FILM NUMBER: 04663539 BUSINESS ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123468100 MAIL ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 10-K 1 f10k2003.txt OR INTERNATIONAL 2003 FORM 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended: December 31, 2003 ----------------- OR _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ______________________ to____________________ Commission File Number: 001-10607 --------- OLD REPUBLIC INTERNATIONAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware No. 36-2678171 - -------------------------------------------- ----------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 307 North Michigan Avenue, Chicago, Illinois 60601 - -------------------------------------------- ----------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: 312-346-8100 ------------ Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of each class on Which Registered ------------------- ----------------------- 7% Subordinated Debentures Due June 15, 2007 New York Stock Exchange - -------------------------------------------- ----------------------- Common Stock/$1 par value New York Stock Exchange ------------------------- ----------------------- 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 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. Yes: _X_/ No:___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes: _X_/ No:___ The aggregate market value of the Company's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant's directors and executive officers, the registrant's various employee benefit plans and American Business & Personal Insurance Mutual, Inc. and its subsidiaries are all affiliates of the registrant), based on the closing sale price of the registrant's common stock on June 30, 2003, the last day of the registrant's most recently completed second fiscal quarter, was $3,794,654,577. The Company had 181,721,548 shares of Common Stock outstanding as of February 16, 2004. Documents incorporated by reference: - ----------------------------------- The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title. Title Part Proxy statement for the 2004 Annual Meeting of Shareholders III, Items 10, 11, 12, 13 and 14 Exhibits as specified in exhibit index (page 59) IV, Item 15 ---------------- There are 60 pages in this report PART I Item 1-Business (a) General Description of Business. Old Republic International Corporation is a Chicago-based insurance holding company with subsidiaries engaged in the general (property and liability), mortgage guaranty, title, and life (life and disability) insurance businesses. In this report, "Old Republic", "the Corporation", or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires. The aforementioned insurance segments are organized as the Old Republic General Insurance, Mortgage Guaranty, Title Insurance, and Life Insurance Groups, and references herein to such groups apply to the Company's subsidiaries engaged in the respective segments of business. Financial Information Relating to Segments of Business (a) The contributions to net revenues and income (loss) before taxes of each Old Republic segment are set forth below for the years shown, together with their respective assets at the end of each year. The information below should be read in conjunction with the consolidated financial statements, the notes thereto, and the "Management Analysis of Financial Position and Results of Operations" appearing elsewhere herein. ($ in Millions) ---------------------------------------------------------------------------------------- Years Ended December 31, ---------------------------------------------------------------------------------------- Net Revenues (b) Income (Loss) Before Taxes ------------------------------------------ ------------------------------------------ 2003 2002 2001 2003 2002 2001 ------------ ----------- ----------- ----------- ------------ ----------- General....................... $ 1,572.7 $ 1,376.7 $ 1,195.0 $ 259.0 $ 182.1 $ 141.4 Mortgage Guaranty............. 498.6 467.1 436.0 276.4 267.7 261.9 Title......................... 1,128.0 836.5 648.9 129.8 97.8 74.6 Life.......................... 58.4 57.0 58.4 4.3 6.4 4.9 Other Operations - Net........ 8.5 5.0 5.2 (8.8) (7.1) (8.8) ------------ ----------- ----------- ----------- ------------ ----------- Subtotal.................... 3,266.5 2,742.4 2,343.7 660.7 546.9 474.2 Consolidated Realized Investment Gains............. 19.3 13.9 29.7 19.3 13.9 29.7 ------------ ----------- ----------- ----------- ------------ ----------- Consolidated................ $ 3,285.8 $ 2,756.4 $ 2,373.4 $ 680.0 $ 560.9 $ 503.9 ============ =========== =========== =========== ============ ===========
Assets at December 31, ------------------------------------------ 2003 2002 2001 ----------- ----------- ----------- General..................................................................... $ 6,603.5 $ 5,876.5 $ 5,451.9 Mortgage Guaranty........................................................... 2,080.1 1,921.2 1,731.6 Title....................................................................... 720.5 619.9 536.0 Life........................................................................ 244.6 233.3 236.3 Consolidated.............................................................. $ 9,712.3 $ 8,715.4 $ 7,920.2 =========== =========== ===========
- ---------- (a) Reference is made to the table in Note 6 of the Notes to Consolidated Financial Statements, incorporated herein by reference, which shows the contribution of each subcategory to consolidated net revenues and income or loss before income taxes of Old Republic's insurance industry segments. (b) Revenues consist of net premiums, fees, net investment and other income earned; realized investment gains are shown in total for all groups combined. General Insurance Group Through its General Insurance Group subsidiaries, the Corporation assumes risks and provides related risk management and marketing services pertaining to a large variety of property and liability commercial insurance coverages. Old Republic does not have a meaningful exposure to personal lines of insurance such as homeowners and private automobile coverages. Similarly, the Corporation does not provide meaningful amounts of property insurance coverages for commercial building and related contents. Liability Coverages: Commercial automobile (mostly trucks) full coverage protection, workers' compensation and general liability (including the general liability portion of commercial package policies) are the major classes of insurance underwritten for businesses and public entities such as municipalities. Within these classes of insurance, Old Republic specializes in a number of industries, most prominently the transportation (trucking and general aviation), construction, forest products and energy industries. Most such business is produced through independent agency and brokerage channels. The basic rates charged for workers' compensation insurance are generally regulated by the various states. It is therefore possible that the rate increases necessary to cover any expansion of benefits under state laws, or increases in claim frequency or severity, or inflation-driven cost increases for such exposures as medical costs related to bodily injuries may not always be granted soon enough to enable insurers to fully recover the amount of the benefits they must pay. 2 Over the years, Old Republic has diversified its General Insurance Group business. This diversification has been achieved through a combination of internal growth, the establishment of new subsidiaries, and through selective mergers with other companies. For 2003, production of commercial automobile direct insurance premiums accounted for approximately 33.7% of consolidated direct premiums written by the General Insurance Group, while workers' compensation and general liability direct insurance premiums amounted to 21.8% and 16.5%, respectively, of such consolidated totals. Among other liability coverages, Old Republic indemnifies corporations' financial exposures to directors' and officers' liability as well as those stemming from errors and omissions liability. In the past twenty years, the Corporation has developed a presence in the general aviation insurance industry, providing coverage for hull and liability exposures as well as such additional areas as airport facilities and flying schools. All of these coverages are produced through independent insurance agency and brokerage channels. In the recent past, the Corporation has terminated its involvement with certain smaller parts of its business, including a reinsurance assumed line and coverages for propane and petroleum distribution, natural gas utilities, and grain elevators. The run off of these terminated portions of Old Republic's business is not expected to affect meaningfully its future operating results or financial condition. The Company believes it has made adequate provisions for the ultimate claim costs pertaining to those businesses. Property and Other Coverages: Old Republic's property insurance business incorporates mostly commercial physical damage insurance on trucking risks. A small volume of business is represented by fire and other physical perils for commercial properties. Such insurance is produced principally through independent agencies or brokers. Fidelity and surety coverages are underwritten through some 8,800 independent agents by the Old Republic Surety Group. Surety bonds, such as those aimed at public officials, license and permit authorizations, and contract bonds covering both public and private works, are typically written for exposures of less than $500,000. Fidelity bonds are also extended to small to medium-sized risks. Old Republic Insured Credit Services, Inc. has marketed loan and retail installment sales credit indemnity insurance since 1955 through commercial banks, thrifts and other lending institutions. This coverage provides a limited indemnity to lenders on home equity and home improvement loans as well as installment sales contracts. Automobile extended warranty and home warranty coverages are marketed by Old Republic through its own employees and selected independent agents. Travel insurance is produced through independent travel agents in the United States and Canada. The coverages provided under these policies, some of which are also underwritten by the Company's Life Insurance Group, include trip delay and trip cancellation protection for insureds. Mortgage Guaranty Group Private mortgage insurance protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 20% of the home's purchase price. The Corporation insures only first mortgage loans, primarily on residential properties having one-to-four family dwelling units. There are two principal types of private mortgage insurance coverage: "primary" and "pool". Primary mortgage insurance provides mortgage default protection on individual loans and covers a stated percentage of the unpaid loan principal, delinquent interest, and certain expenses associated with the default and subsequent foreclosure. In lieu of paying the stated coverage percentage, the Corporation may pay the entire claim amount and take title to the mortgaged property. Pool insurance is generally used as an additional credit enhancement for certain secondary market mortgage transactions and provides coverage ranging up to 100% of the net loss on each individual loan included in the pool, subject to provisions regarding deductibles, caps on individual exposures, and aggregate stop loss provisions which limit aggregate losses to a specified percentage of the total original balances of all loans in the pool. Traditional primary insurance is issued on an individual loan basis to mortgage bankers, brokers, commercial banks and savings institutions through a network of underwriting sites located throughout the country. Traditional primary loans are individually reviewed (except for loans insured under delegated approval programs) and priced according to filed premium rates. In underwriting traditional primary business, the Corporation generally adheres to the underwriting guidelines published by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA"), purchasers of many of the loans the Corporation insures. Delegated underwriting programs allow approved lenders to commit the Corporation to insure loans provided they adhere to predetermined underwriting guidelines. In 2003, delegated underwriting approvals accounted for 46.9% of the Corporation's new traditional primary insurance written. Bulk and other insurance is issued on groups of loans to mortgage banking customers through a centralized risk assessment and underwriting process. These groups of loans are priced in the aggregate, on a bid or negotiated basis. 3 Coverage for insurance issued in this manner can be issued under primary insurance policies (loan level coverage) or pool insurance policies (aggregate coverage). The Corporation considers transactions designated as bulk insurance to be higher risk (as determined by characteristics such as loan amount, credit quality, and loan documentation) than those designated as other insurance. Before insuring any loans, the Corporation issues to each approved customer a master policy outlining the terms and conditions under which coverage will be provided. Primary business is then executed via the issuance of a commitment/certificate for each loan submitted and approved for insurance. In the case of business issued as pool coverage, a separate pool insurance policy is issued covering the loans applicable to the transaction. The amount of premium charge depends on loan-to-value ratios, the level of coverage being provided, the type of loan instrument (whether fixed rate/fixed payment or an adjustable rate/adjustable payment), documentation type, and whether or not the insured property is to be an investment property or owner occupied. Coverage is non-cancelable by the Company (except in the case of non-payment of premium or certain master policy violations) and premiums are paid under single, annual, or monthly payment plans. Single premiums are paid at loan closing and provide coverage for the entire coverage term. Annual and monthly premiums are renewable on their anniversary dates with the premium charge determined on the basis of original or outstanding loan amount. Substantially all of the Corporation's insurance in force as of December 31, 2003 has been written under monthly premium plans. Title Insurance Group The title insurance business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records, which contain information concerning interests in real property. The policy insures against losses arising out of defects, liens and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. For the year ended December 31, 2003, approximately 40% of the Company's consolidated title premium and related fee income stemmed from direct operations through its marketing and underwriting staffs, while the remaining 60% emanated from independent title agents and service intermediaries such as real estate attorneys and realtors. There are two basic types of title insurance policies: lenders' policies and owners' policies. Both are issued for a onetime premium. Most mortgages made in the United States are extended by mortgage bankers, savings and commercial banks, state and federal agencies, and life insurance companies. The financial institutions secure title insurance policies to protect their mortgagees' interest in the real property. This protection remains in effect for as long as the mortgagee has an interest in the property. A separate title insurance policy may be issued to the owner of the real estate. An owner's policy of title insurance protects an owner's interest in the title to the property. The premiums charged for the issuance of title insurance policies vary with the policy amount and the type of policy issued. The premium is collected in full when the real estate transaction is closed, there being no recurring fee thereafter. In many areas, premiums charged on subsequent policies on the same property may be reduced, depending generally upon the time elapsed between issuance of the previous policies and the nature of the transactions for which the policies are issued. Most of the charge to the customer relates to title services rendered in conjunction with the issuance of a policy rather than to the possibility of loss due to risks insured against. Accordingly, the cost of service performed by a title insurer relates for the most part to the prevention of loss rather than to the assumption of the risk of loss. Claim losses that do occur result primarily from title search and examination mistakes, fraud, forgery, incapacity, missing heirs and escrow processing errors. In connection with its title insurance operations, Old Republic also provides escrow closing and construction disbursement services, as well as real estate information products and services pertaining to real estate transfers and loan transactions. Life Insurance Group Old Republic markets and writes consumer credit life and disability insurance primarily through automobile dealers. Borrowers insured under consumer credit life insurance are also generally covered by consumer credit disability protection. Credit life insurance provides for the repayment of a loan, installment purchase, or other debt obligation in the event of the death of the borrower, while credit disability insurance provides for the payment of installments due on such debt while the borrower is disabled. Old Republic also writes various conventional life, disability/accident and health insurance coverages, principally through banks and other financial services institutions. Ordinary term life insurance is sold through independent agents and brokers in both the United States and Canada. Marketing of term life insurance products is aimed principally toward self-employed individuals, professionals, home owners and small business owners. 4 Consolidated Underwriting Statistics The following table reflects underwriting statistics covering: 1) premiums and related loss, expense, and policyholders' dividend ratios for the major coverages underwritten in the General, Mortgage Guaranty, Title, and Life insurance groups; and 2) the net retained life insurance in force at the end of the years shown: ($ in Millions) ------------------------------------------------- Years Ended December 31, ------------------------------------------------- 2003 2002 2001 ------------- ------------- ------------- General Insurance Group: Overall Experience: Net Premiums Written............... $ 1,460.3 $ 1,268.7 $ 1,078.5 Net Premiums Earned ............... $ 1,382.7 $ 1,182.3 $ 1,000.7 Loss Ratio......................... 66.7% 72.7% 75.4% Policyholders' Dividend Ratio...... 1.1 (.1) (.1) Expense Ratio ..................... 25.5 25.8 26.7 ------------- ------------- ------------- Composite Ratio.................... 93.3% 98.4% 102.0% ============= ============= ============= Experience By Major Coverages: Commercial Automobile: Net Premiums Earned ............... $ 545.6 $ 508.0 $ 457.7 (Principally Trucking) Loss Ratio......................... 70.4% 78.4% 82.4% ============= ============= ============= Workers' Compensation: Net Premiums Earned ............... $ 277.2 $ 226.2 $ 173.9 Loss Ratio......................... 75.9% 93.7% 90.0% Policyholders' Dividend Ratio...... 5.3% (.5%) (1.0%) ============= ============= ============= General Liability: Net Premiums Earned ............... $ 72.6 $ 55.3 $ 53.7 Loss Ratio......................... 89.3% 67.5% 70.8% ============= ============= ============= Financial Indemnity: (a) Net Premiums Earned ............... $ 161.8 $ 104.1 $ 72.3 Loss Ratio......................... 50.9% 40.9% 38.8% ============= ============= ============= Property: (b) Net Premiums Earned ............... $ 169.0 $ 151.9 $ 128.1 Loss Ratio......................... 58.9% 51.4% 59.1% ============= ============= ============= Other Coverages: (c) Net Premiums Earned ............... $ 156.4 $ 136.6 $ 114.8 Loss Ratio......................... 52.2% 66.9% 68.5% ============= ============= ============= Mortgage Guaranty Group: Net Premiums Earned................ $ 400.9 $ 376.2 $ 353.1 Loss Ratio......................... 22.7% 14.1% 16.1% Expense Ratio...................... 24.8 32.3 27.5 ------------- ------------- ------------- Composite Ratio.................... 47.5% 46.4% 43.6% ============= ============= ============= Title Insurance Group: (d) Net Premiums Earned................ $ 749.9 $ 524.8 $ 382.7 Combined Net Premiums & Fees Earned.................... $ 1,103.8 $ 813.4 $ 625.3 Loss Ratio......................... 5.8% 5.0% 4.0% Expense Ratio...................... 84.6 85.6 87.2 ------------- ------------- ------------- Composite Ratio.................... 90.4% 90.6% 91.2% ============= ============= ============= Life Insurance Group: (e) Net Premiums Earned................ $ 51.6 $ 50.1 $ 50.6 Benefits & Claims Ratio............ 48.8% 58.0% 59.7% Expense Ratio...................... 55.2 42.5 45.4 ------------- ------------- ------------- Composite Ratio.................... 104.0% 100.5% 105.1% ============= ============= ============= Net Retained Life Insurance in Force................ $ 7,431.2 $ 7,383.6 $ 7,500.4 ============= ============= =============
- ---------- Certain minor reclassifications of prior year data have been reflected in the above table to conform to current presentation. (a) Consists principally of fidelity, surety, consumer credit indemnity, and executive indemnity (directors & officers and errors & omissions) coverages. (b) Consists principally of fire, allied lines, commercial multi-peril and inland marine coverages. (c) Consists principally of home and auto warranty, aviation and travel accident coverages. (d) Title loss, expense, and composite ratios are calculated on the basis of combined net premiums and fees earned. (e) Life Group benefits and claims ratios take into account combined actuarial future benefit and claims reserves. 5 Variations in the loss (including related claim settlement expense) ratios are typically caused by changes in the frequency and severity of claims incurred, changes in premium rates and the level of premium refunds, and periodic changes in claim and claim expense reserve estimates resulting from ongoing reevaluations of reported and incurred but not reported claims and claim expenses. The Company, therefore, can experience volatility in the underwriting results of individual lines of coverage as demonstrated in the table on the previous page. As a result of the Company's strong underwriting focus in the management of its business, it has attempted to dampen this volatility and thus ensure a higher degree of underwriting stability by diversifying the coverages it offers and industries it serves. The loss ratios include loss adjustment expenses where appropriate. Policyholders' dividends, which apply principally to workers' compensation insurance, are a reflection of changes in loss experience for individual or groups of policies, rather than overall results, and should be viewed in conjunction with loss ratio trends. General Insurance Group loss ratios for workers' compensation and liability insurance coverages in particular may reflect greater variability due to a number of factors. Such variability is due in part to chance events in any one year, changes in loss costs emanating from participation in involuntary markets (i.e. industry-wide insurance pools and associations in which participation is basically mandatory), and added provisions for loss costs not recoverable from assuming reinsurers which may experience financial difficulties from time to time. The Company generally underwrites concurrently workers' compensation, commercial automobile (liability and physical damage), and general liability insurance coverages for a large number of customers. Accordingly, an evaluation of trends in premiums, loss and dividend ratios for these individual coverages should be considered in the light of such a concurrent underwriting approach. The general insurance portion of the claims ratio improved in 2003 compared to 2002 which also reflected an improvement over 2001. The downtrend in this major cost factor reflects largely the pricing and risk selection improvements effected in the past thirty-six months or so. With respect to commercial automobile coverages, the decline in the loss ratio in 2003 stems primarily from the pricing and risk selection improvements made in recent years. In workers' compensation, the decrease in the loss ratio in 2003 stems from improved pricing in general as well as stronger growth of business subject to captive reinsurance, retrospective premium, or high deductible programs that tend to produce lower loss ratios. The 2003 dividend ratio rose primarily due to the conversion of a large account to self-insured status which served to increase policyholder dividend costs that were offset by a reduction in incurred losses. The loss ratio for general liability coverages rose, exhibiting the impact of higher claims emergence on a relatively small book of business. The increase in the financial indemnity loss ratio for 2003 reflects higher loss costs for the Company's consumer credit indemnity and executive indemnity coverages. The decline in the 2003 loss ratios for other coverages reflects greater production of aviation coverages and lower loss costs thereon, as well as improved home warranty claims experience. The lower 2002 mortgage guaranty claims ratio results from a decline in claim provisions driven principally by a drop in expected claim severity, while the increase in 2003 was driven mostly by higher claim frequencies. A small increase in 2001 was largely the result of a moderately higher loan default rate factor. The title insurance loss ratio has been in the low single digits in each of the past three years due to a continuation of favorable trends in claims frequency and severity for business underwritten since 1992 in particular. The uptrend in the 2003 and 2002 title insurance loss ratios stems from a rise in the net provision for ultimate claim costs from the historically low levels achieved in 2001. General Insurance Claim Reserves The Corporation's property and liability insurance subsidiaries establish claim reserves which consist of estimates to settle: a) reported claims; b) claims which have been incurred as of each balance sheet date but have not as yet been reported ("IBNR") to the insurance subsidiaries; and c) the direct costs, (fees and costs which are allocable to individual claims) and indirect costs (such as salaries and rent applicable to the overall management of claim departments) to administer known and IBNR claims. Such claim reserves, except as to classification in the Consolidated Balance Sheets in terms of gross and reinsured portions, are reported for financial and regulatory reporting purposes at amounts that are substantially the same. The establishment of claim reserves by the Corporation's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claims adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserve-setting process relies on management's judgments and the opinions of a large number of persons, on the application and interpretation of historical precedent and trends, and on expectations as to future developments. At any point in time, the Company is exposed to possibly higher than anticipated claim costs due to the aforementioned factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts. In establishing claim reserves, the possible increase in future loss settlement costs caused by inflation is considered implicitly, along with the many other factors cited above. Reserves are generally set to provide for the ultimate cost of all claims. With regard to workers' compensation reserves, however, the ultimate cost of long-term disability or pension-type claims is discounted to present value based on interest rates ranging from 3.5% to 4.0%. 6 The Company, where applicable, uses only such discounted reserves in evaluating the results of its operations, in pricing its products and settling retrospective and reinsured accounts, in evaluating policy terms and experience, and for other general business purposes. Solely to comply with reporting rules mandated by the Securities and Exchange Commission, however, Old Republic has made statistical studies of applicable workers' compensation reserves to obtain estimates of the amounts by which claim and claim adjustment expense reserves, net of reinsurance, have been discounted. These studies have resulted in estimates of such amounts at approximately $142.9 million, $145.7 million and $151.3 million, as of December 31, 2003, 2002 and 2001, respectively. It should be noted, however, that these differences between discounted and non-discounted (terminal) reserves are, fundamentally, of an informational nature, and are not indicative of an effect on operating results for any one or series of years for the above-noted reasons. Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a reevaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since the final quarter of 2001, black lung claims filed or refiled pursuant to these anticipated and now final regulations have increased, though the 2003 volume of new claim reports abated. The vast majority of claims filed to date against Old Republic pertain to business underwritten through loss sensitive programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A much smaller portion pertains to business produced on a traditional risk transfer basis. The Company has established applicable reserves for claims as they have been reported and for claims not as yet reported on the basis of its historical experience and assumptions as to the effect of the revised regulations. Inasmuch as a variety of challenges are likely as the revised regulations are implemented in the actual claim settlement process, the potential impact on reserves, gross and net of reinsurance or retrospective premium adjustments, resulting from such regulations cannot as yet be estimated with reasonable certainty. Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various asbestosis and environmental impairment ("A&E") claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies issued prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Corporation's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 million and $2.0 million and rarely exceeding $10.0 million. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the Corporation's retentions to $.5 million or less as to each claim. At December 31, 2003, the Corporation's aggregate indemnity and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $91.0 million gross, and $56.6 million net of reinsurance. Based on average annual claims payments during the five most recent calendar years, such reserves represented 6.3 years (gross) and 9.8 years (net) of average annual claims payments. Old Republic's exposure to A&E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data inasmuch as such claims typically involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims for insurance industry members that has produced court decisions that have been inconsistent with regard to such questions as when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage. In recent times, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for environmental and asbestosis claims. As of December 31, 2003, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult or impossible. Accordingly, no representation can be made that the Corporation's reserves for such claims and related costs will not prove to be overstated or understated in the future. For the five years ended December 31, 2003, incurred A&E claim and related loss settlement costs have averaged $9.4 million, net of reinsurance, per annum or 1.2% of such average annual General Insurance Group costs. The subject of property and liability insurance claim reserves has been written about and analyzed extensively by a large number of professionals and regulators. Accordingly, the above discussion summary should, of necessity, be regarded as a basic outline of the subject and not as a definitive presentation. The Company believes that its overall reserving practices have been consistently applied over many years, and that its aggregate reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates. The following table shows the evolving redundancies or deficiencies for reserves established as of December 31, of each of the years 1993 through 2003. In reviewing this tabular data, it should be noted that prior periods' loss payment and development trends may not be repeated in the future due to the large variety of factors influencing the reserving process outlined herein above. The reserve redundancies or deficiencies shown for all years are not necessarily indicative of the effect on reported results of any one or series of years since retrospective premium and commission adjustments employed in various parts of the Company's business may partially offset such effects. (See 7 "Consolidated Underwriting Statistics" above, and "Reserves, Reinsurance, and Retrospective Adjustments" elsewhere herein). ($ in Millions/Percentages to Nearest Whole Point) - ------------ ---------------------------------------------------------------------------------------------------------------------- (a) As of December 31: 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- (b) Liability(1) for unpaid claims and claim adjustment Expenses(2): $1,700 $1,768 $1,821 $1,829 $1,846 $1,742 $1,699 $1,661 $1,678 $1,802 $1,964 ================================================================================================= (c) Paid (cumulative) as of (3): ---------------------------- One year later 20% 21% 22% 20% 23% 25% 24% 25% 25% 24% -% Two years later 33 35 33 34 38 39 40 40 40 - - Three years later 42 42 42 44 47 49 50 50 - - - Four years later 46 48 49 49 54 56 57 - - - - Five years later 51 52 52 55 59 61 - - - - - Six years later 55 55 57 59 63 - - - - - - Seven years later 57 59 61 63 - - - - - - - Eight years later 60 63 64 - - - - - - - - Nine years later 64 66 - - - - - - - - - Ten years later 67% -% -% -% -% -% -% -% -% -% -% ================================================================================================= (d) Liability reestimated (i.e., cumulative payments plus reestimated ending liability) As of (4): ----------------------------- One year later 95% 95% 96% 94% 93% 96% 96% 97% 100% 99% -% Two years later 91 93 92 88 89 93 95 98 101 - - Three years later 93 90 87 84 87 93 97 100 - - - Four years later 91 87 83 82 87 95 98 - - - - Five years later 89 84 82 83 89 97 - - - - - Six years later 86 84 82 85 91 - - - - - - Seven years later 86 85 85 86 - - - - - - - Eight years later 88 88 86 - - - - - - - - Nine years later 91 89 - - - - - - - - - Ten years later 92% -% -% -% -% -% -% -% -% -% -% ================================================================================================= (e) Redundancy (deficiency)(5) for each year-end at (a): 8% 11% 14% 14% 9% 3% 2% -% -1% 1% -% ================================================================================================= Average for all year-ends at (a): 6.3% ====
- ---------- (1) Amounts are reported net of reinsurance. (2) Excluding unallocated loss adjustment expense reserves. (3) Percent of most recent reestimated liability (line d). Decreases in paid loss percentages may at times reflect the reassumption by the Company of certain previously ceded loss reserves from assuming reinsurers through commutations of then existing reserves. (4) Percent of beginning liability (line b) for unpaid claims and claim adjustment expenses. (5) Beginning liability less the most current liability reestimated (line d) as a percent of beginning liability (line b). The following table shows an analysis of changes in aggregate reserves for the Company's property and liability insurance claims and allocated claim adjustment expenses for each of the years shown: ($ in Millions) ------------------------------------------- Years Ended December 31, ------------------------------------------- 2003 2002 2001 ----------- ------------ ------------ Amount of reserves for unpaid claims and claim adjustment expenses at the beginning of each year, net of reinsurance losses recoverable..... $ 1,802.5 $ 1,678.9 $ 1,661.5 ----------- ------------ ------------ Incurred claims and claim adjustment expenses: Provisions for insured events of the current year........................ 893.9 814.6 749.1 Change in provision for insured events of prior years.................... (25.8) (7.1) (44.5) ----------- ------------ ------------ Total incurred claims and claim adjustment expenses................. 868.1 807.5 704.6 ----------- ------------ ------------ Payments: Claims and claim adjustment expenses attributable to insured events of the current year.......................................... 277.9 260.7 269.0 Claims and claim adjustment expenses attributable to insured events of prior years................................................ 428.6 423.1 418.2 ----------- ------------ ------------ Total payments...................................................... 706.6 683.8 687.2 ----------- ------------ ------------ Amount of reserves for unpaid claims and claim adjustment expenses at the end of each year (a), net of reinsurance losses recoverable....... 1,964.1 1,802.5 1,678.9 Unallocated loss adjustment expense reserves................................ 83.6 78.5 76.6 Reinsurance losses recoverable.............................................. 1,515.0 1,363.0 1,261.2 ----------- ------------ ------------ Amount of reserves for unpaid claims and claim adjustment expenses.......... $ 3,562.8 $ 3,244.1 $ 3,016.8 =========== ============ ============
- ---------- (a) Reserves for incurred but not reported losses amounted to approximately 30.3%, 25.3%, and 24.3% of the totals shown as of December 31, 2003, 2002 and 2001, respectively. 8 (b) Investments. In common with other insurance organizations, Old Republic invests most funds provided by operations in income-producing investment securities. All investments must comply with applicable insurance laws and regulations which prescribe the nature, form, quality, and relative amounts of investments which may be made by insurance companies. Generally, these laws and regulations permit insurance companies to invest within varying limitations in state, municipal and federal government obligations, corporate obligations, preferred and common stocks, certain types of real estate, and first mortgage loans. Old Republic's investment policies are also influenced by the terms of the insurance coverages written, by its expectations as to the timing of claim and benefit payments, and by income tax considerations. The following tables show invested assets at the end of the last three years, together with investment income for such years: Consolidated Investments ($ in Millions) December 31, - ------------------------------------------------------------------------------------------------------------------------------- 2003 2002 2001 ----------- ------------ ------------ Available for Sale Fixed Maturity Securities: U.S. & Canadian Governments............................................ $ 993.4 $ 976.2 $ 869.0 Tax-Exempt............................................................. 1,277.2 - - Utilities.............................................................. 828.5 - - Corporate.............................................................. 2,641.8 2,196.2 1,741.2 ----------- ------------ ------------ 5,741.1 3,172.4 2,610.2 ----------- ------------ ------------ Equity Securities: Perpetual Preferred Stocks............................................. 2.0 2.2 1.7 Common Stocks.......................................................... 511.4 511.2 389.8 ----------- ------------ ------------ 513.5 513.5 391.6 ----------- ------------ ------------ Short-term Investments.................................................... 403.9 253.8 298.5 Miscellaneous Investments................................................. 53.2 - - ----------- ------------ ------------ Total available for sale............................................... 6,711.8 3,939.9 3,300.4 ----------- ------------ ------------ Held to Maturity Fixed Maturity Securities: Utilities.............................................................. - 754.4 777.6 Tax-Exempt............................................................. - 1,299.7 1,333.4 Redeemable Preferred Stocks............................................ - - .7 ----------- ----------- ------------ - 2,054.1 2,111.8 ----------- ------------ ------------ Miscellaneous Investments................................................. 8.5 57.4 60.8 ----------- ------------ ------------ Total held to maturity................................................. 8.5 2,111.6 2,172.7 ----------- ------------ ------------ Total Investments......................................................... $ 6,720.4 $ 6,051.5 $ 5,473.1 =========== ============ ============
Sources of Consolidated Investment Income ($ in Millions) Years Ended December 31, - ------------------------------------------------------------------------------------------------------------------------------- 2003 2002 2001 ----------- ------------ ------------ Fixed Maturity Securities: Taxable............................................................... $ 202.7 $ 193.5 $ 189.5 Tax-Exempt............................................................ 53.7 59.5 61.7 Redeemable Preferred Stocks........................................... - - - ----------- ------------ ------------ 256.4 253.1 251.3 ----------- ------------ ------------ Equity Securities: Perpetual Preferred Stocks............................................ .1 .1 .1 Common Stocks......................................................... 14.4 12.3 7.8 ----------- ------------ ------------ 14.6 12.4 7.9 ----------- ------------ ------------ Other Investment Income: Interest on Short-term Investments.................................... 4.5 6.0 15.8 Sundry................................................................ 6.8 5.2 6.1 ----------- ------------ ------------ 11.4 11.3 22.0 ----------- ------------ ------------ Gross Investment Income.................................................. 282.5 276.9 281.3 Less: Investment Expenses (a)......................................... 3.2 4.2 6.5 ----------- ------------ ------------ Net Investment Income.................................................... $ 279.2 $ 272.6 $ 274.7 =========== ============ ============
- ---------- (a) Investment expenses consist primarily of personnel costs, investment management and custody service fees and includes interest incurred on funds held of $.1, $.3 and $1.4 for the years ended December 31, 2003, 2002 and 2001, respectively. 9 For many years, Old Republic's investment policy has been to acquire and retain primarily investment grade, publicly traded, fixed maturity securities. Accordingly, the Corporation's exposure to so-called "junk bonds", private placements, real estate, mortgage loans, and derivatives is immaterial or non-existent. Management considers investment-grade securities to be those rated by Standard & Poor's Corporation ("Standard & Poor's") or Moody's Investors Service, Inc. ("Moody's") that fall within the top four rating categories, or securities which are not rated but have characteristics similar to securities so rated. The Company had no bond or note investments in default as to principal and/or interest at December 31, 2003, and $1.6 million of bond or note investments in default as to principal and/or interest as of December 31, 2002. The Company's investment policies have not been designed to maximize or emphasize the realization of investment gains. The Company reviews the status and market value changes of each of its investments on at least a quarterly basis during the year, and estimates of other than temporary impairments in the portfolio's value are evaluated and established at each quarterly balance sheet date. In management's opinion, the Company's high quality and diversified portfolio, which consists largely of publicly traded securities, has been a basic reason for the absence of major impairment provisions in the periods reported upon. The combination of gains and losses on sales of securities and such provisions or write-downs of securities are reflected as realized gains and losses in the income statement. Dispositions of securities result principally from scheduled maturities of bonds and notes and sales of fixed income and equity securities available for sale. The Company's invested assets as of December 31, 2003 have been classified largely as "available for sale" pursuant to the existing investment policy. (See Item 7 - "Management Analysis of Financial Position and Results of Operations" for a more thorough discussion on the transfer of fixed maturity securities from "held to maturity" to "available for sale".) The independent credit quality ratings and maturity distribution for Old Republic's consolidated fixed maturity investments, excluding short-term investments, at December 31, 2003 and 2002, are shown in the following tables. These investments, $5.7 billion and $5.2 billion at December 31, 2003 and 2002, respectively, represented approximately 59% and 60%, respectively, of consolidated assets as of such dates, and 93% and 94%, respectively, of consolidated liabilities as of such dates. - ------------------------------------------------------------------------------------------------------------------------------- Credit Quality Ratings of Fixed Maturity Securities (a) - ------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 ---------- ---------- (% of total portfolio) Aaa.............................................................................. 29.7% 30.9% Aa............................................................................... 19.1 24.3 A................................................................................ 32.0 31.4 Baa.............................................................................. 18.5 10.8 ---------- ---------- Total investment grade....................................................... 99.3 97.4 All others (b)................................................................... .7 2.6 ---------- ---------- Total........................................................................ 100.0% 100.0% ========== ==========
- ---------- (a) Credit quality ratings used are those assigned primarily by Moody's; other ratings are assigned by Standard & Poor's and converted to equivalent Moody's ratings classifications. (b) "All others" includes non-investment grade or non-rated small issues of tax exempt bonds. - ------------------------------------------------------------------------------------------------------------------------------- Age Distribution of Fixed Maturity Securities - ------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 ---------- ---------- (% of total portfolio) Maturity Ranges: Due in one year or less.......................................................... 11.0% 13.4% Due after one year through five years............................................ 50.0 55.9 Due after five years through ten years........................................... 37.7 29.9 Due after ten years through fifteen years........................................ 1.3 .8 Due after fifteen years.......................................................... - - ---------- ---------- 100.0% 100.0% ========== ========== Average Maturity................................................................. 4.5 Yrs. 3.9 Yrs. ========== ========== - -------------------------------------------------------------------------------------------------------------------------------
(c) Marketing. Commercial automobile (trucking), workers' compensation and general liability insurance underwritten for business enterprises and public entities is marketed primarily through independent insurance agents and brokers with the assistance of Old Republic's trained sales, underwriting, actuarial, and loss control personnel. The remaining property and liability commercial insurance written by Old Republic is obtained through insurance agents or brokers who are independent contractors and generally represent other insurance companies, and by direct sales. No single source accounted for over 10% of Old Republic's premium volume in 2003. 10 Traditional primary mortgage insurance is marketed primarily through a direct sales force which calls on mortgage bankers, brokers, commercial banks, savings institutions and other mortgage originators. No sales commissions or other forms of remuneration are paid to the lending institutions or others for the procurement or development of business. The Mortgage Guaranty segment's ten largest customers were responsible for approximately 37.3%, 38.3% and 40.7% of traditional primary new insurance written in 2003, 2002 and 2001, respectively. The largest single customer accounted for 7.2% of traditional primary new insurance written in 2003 compared to 10.6% and 8.2% in 2002 and 2001, respectively. A substantial portion of the Company's title insurance business is referred to it by title insurance agents, builders, lending institutions, real estate developers, realtors, and lawyers. Title insurance is sold through 256 Company offices located in 34 states and through agencies and underwritten title companies in Guam, Puerto Rico, the District of Columbia and all states except Iowa. The issuing agents are authorized to issue binders and title insurance policies based on their own search and examination, or on the basis of abstracts and opinions of approved attorneys. Policies are also issued through independent abstract companies (not themselves title insurers) pursuant to underwriting agreements. These agreements generally provide that the underwritten company may cause title policies of the Company to be issued, and the latter is responsible under such policies for any payments to the insured. Typically, the agency or underwritten title company deducts the major portion of the title insurance charge to the customer as its commission for services. During 2003, approximately 60% of title insurance premiums and fees were accounted for by policies issued by agents and underwritten title companies. Title insurance premium and fee revenue is closely related to the level of activity in the real estate market. The volume of real estate activity is affected by the availability and cost of financing, population growth, family movements and other factors. Also, the title insurance business is seasonal. During the winter months, new building activity is reduced and, accordingly, the Company does less title insurance business relative to new construction during such months than during the rest of the year. The most important factor, insofar as Old Republic's title business is concerned, however, is the rate of activity in the resale market for residential properties. The personal contacts, relationships, and reputations of Old Republic's key executives are a vital element in obtaining and retaining much of its business. Many of the Company's customers produce large amounts of premiums and therefore warrant substantial levels of top executive attention and involvement. In this respect, Old Republic's mode of operation is similar to that of professional reinsurers and commercial insurance brokers, and relies on the marketing, underwriting, and management skills of relatively few key people for large parts of its business. Several types of insurance coverages underwritten by Old Republic, such as credit life and disability, consumer credit indemnity, title, and mortgage guaranty insurance, are affected in varying degrees by changes in national economic conditions. During periods of economic recession or rising interest rates, operating and/or claim costs pertaining to such coverages tend to rise disproportionately to revenues and generally result in reduced levels of profitability. At least one Old Republic insurance subsidiary is licensed to do business in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands, Guam, Saipan, and each of the Canadian provinces; mortgage insurance subsidiaries are licensed in 50 states and the District of Columbia; title insurance operations are licensed to do business in 49 states, the District of Columbia, Puerto Rico and Guam. Consolidated direct premium volume distributed among the various geographical regions shown was as follows for the past three years: - ------------------------------------------------------------------------------------------------------------------------------- Geographical Distribution of Direct Premiums Written - ------------------------------------------------------------------------------------------------------------------------------- 2003 2002 2001 ----------- ----------- ----------- United States: Northeast................................................................ 9.3% 8.4% 7.4% Mid-Atlantic............................................................. 9.7 8.3 7.9 Southeast................................................................ 17.6 17.7 17.9 Southwest................................................................ 12.1 12.8 13.7 East North Central....................................................... 14.9 14.8 14.6 West North Central....................................................... 12.2 13.0 13.8 Mountain................................................................. 7.5 7.9 8.5 Western.................................................................. 14.6 14.9 14.0 Foreign (Principally Canada)............................................... 2.1 2.2 2.2 ----------- ----------- ----------- Total............................................................. 100.0% 100.0% 100.0% =========== =========== ===========
(d) Reserves, Reinsurance, and Retrospective Adjustments. Old Republic's insurance subsidiaries establish reserves for future policy benefits, unearned premiums, reported claims, claims incurred but not reported, and claim adjustment expenses, as required in the circumstances. Such reserves are based on regulatory accounting requirements and generally accepted accounting principles. In accordance with insurance industry practices, claim reserves are based on estimates of the amounts that will be paid over a period of time and changes in such estimates are reflected in the financial statements of the periods when they occur. See "General Insurance Claim Reserves" herein. 11 To maintain premium production within its capacity and limit maximum losses and risks for which it might become liable under its policies, Old Republic, as is the practice in the insurance industry, may cede a portion or all of its premiums and liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not generally discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium adjustments, contingent commissions, and agency profit and risk-sharing arrangements, for parts of its business in order to minimize losses for which it might become liable under its insurance policies, and to afford its customers or producers a degree of participation in the risks and rewards associated with such business. Under retrospective arrangements, Old Republic collects additional premiums if losses are greater than originally anticipated and refunds a portion of original premiums if loss costs are lower. Pursuant to contingent commission, agency profit and other risk-sharing arrangements, the Company adjusts commissions or premiums retroactively to likewise reflect deviations from originally expected loss costs. The amount of premium, commission, or other retrospective adjustments which may be made is either limited or unlimited depending on the Company's evaluation of risks and related contractual arrangements. To the extent that any reinsurance companies, retrospectively rated risks, or producers might be unable to meet their obligations under existing reinsurance or retrospective insurance and commission agreements, Old Republic would be liable for the defaulted amounts. In these regards, however, the Company generally protects itself by withholding funds, by securing indemnity agreements, by obtaining surety bonds, or by otherwise collateralizing such obligations through irrevocable letters of credit, cash, or securities. Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and policy reserves. Such reinsurance balances as are recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Estimates of unrecoverable amounts are included in the Company's net claim and claim expense reserves since reinsurance, retrospective rating, and high deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries. Historically, the Company has not incurred material charges from the non-recoverability of such balances and credits. Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk sharing relationship. The Corporation may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to insurers owned by or affiliated with lending institutions, financial and other intermediaries whose customers are insured by Old Republic, or individual customers who have formed captive (self-owned) insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services. Remaining portions of Old Republic's business are reinsured with independent insurance or reinsurance companies mostly under various quota share and excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability operations generally limits the net loss on most individual claims to a maximum of (in whole dollars): $1,000,000 for workers' compensation; $1,000,000 for commercial auto liability; $1,000,000 for general liability; $3,800,000 for executive protection (directors & officers and errors & omissions); $1,000,000 for aviation; and $500,000 for property coverages. Substantially all the mortgage guaranty insurance risk is retained, with the exposure on any one risk currently averaging approximately $22,200. Title insurance risk assumptions are limited to a maximum of $100.0 million as to any one policy beginning in 2003, and for amounts of up to $25.0 million in 2002 and prior years. The vast majority of title policies issued, however, carry exposures of $500,000 or less. The maximum amount of ordinary life insurance retained on any one life by the Life Insurance Group is $300,000. Due to worldwide reinsurance capacity and related cost constraints, effective January 1, 2002, the Corporation began retaining exposures for all, but most predominantly workers' compensation liability insurance coverages in excess of $40.0 million that were previously assumed by unaffiliated reinsurers for up to $100.0 million. Effective January 1, 2003, reinsurance ceded limits were once again raised to the $100.0 million level. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company in the event a catastrophe, such as caused by an earthquake, lead to the death or injury of a large number of employees concentrated in a single facility such as a high rise building. As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers such as the Company thereby became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing 12 a temporary federal reinsurance program administered by the Secretary of Treasury. The TRIA defines what constitutes an "act of terrorism" and establishes a formula based on primary insurers' premium volume to reimburse such insurers for 93% of any terrorism losses suffered between November 26, 2002 and December 31, 2003, 90% of any losses suffered in 2004, and 85% of any losses suffered in 2005. Further, pursuant to the TRIA, losses are capped for each year at $100.0 billion. The TRIA will sunset on December 31, 2005 if not extended or replaced by similar legislation. The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses. Under the TRIA, insurers must offer terrorism coverage with most commercial property and casualty insurance lines and are permitted to establish an additional premium charge for their share of such risks, but insureds may elect to reject the coverage. Insurers are permitted to reinsure that portion of the risk which they retain under the TRIA, but the reinsurance market has not yet responded with a widespread willingness to reinsure such risks. As of this date, coverage for acts of terrorism are excluded from substantially all the Corporation's reinsurance treaties, and are effectively retained by it subject to any recovery that would be collected under the TRIA. (e) Competition. The insurance business is highly competitive and Old Republic competes with many stock and mutual insurance companies. Many of these competitors offer more insurance coverages and have substantially greater financial resources than the Corporation. The rates charged for many of the insurance coverages in which the Corporation specializes, such as workers' compensation insurance, other property and liability insurance, title insurance, and credit life and disability insurance, are primarily regulated by the states and are also subject to extensive competition among major insurance organizations. The basic methods of competition available to Old Republic, aside from rates, are service to customers, expertise in tailoring insurance programs to the specific needs of its clients, efficiency and flexibility of operations, personal involvement by its key executives, and, as to title insurance, accuracy and timely delivery of evidences of title issued. Mortgage insurance companies also compete by providing contract underwriting services to lenders, enabling the latter to improve the efficiency of their operations by outsourcing all or part of their mortgage loan underwriting processes. For certain types of coverages, including loan credit indemnity and mortgage guaranty insurance, the Company also competes in varying degrees with the Federal Housing Administration ("FHA") and the Veterans Administration ("VA"). In these regards, the Corporation's insurance subsidiaries compete with the FHA and VA by offering different coverages and by establishing different requirements relative to such factors as interest rates, closing costs, and loan processing charges. The Corporation believes its experience and expertise have enabled it to develop a variety of specialized insurance programs and related services for its customers, and to secure state insurance departments' approval of these programs. (f) Government Regulation. In common with all insurance companies, the Corporation's insurance subsidiaries are subject to the regulation and supervision of the jurisdictions in which they do business. The method of such regulation varies, but, generally, regulation has been delegated to state insurance commissioners who are granted broad administrative powers relating to: the licensing of insurers and their agents; the nature of and limitations on investments; approval of policy forms; reserve requirements; and trade practices. In addition to these types of regulation, many classes of insurance, including most of the Corporation's insurance coverages, are subject to rate regulations which require that rates be reasonable, adequate, and not unfairly discriminatory. The Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation have various qualifying requirements for private mortgage guaranty insurers which write mortgage insurance on loans acquired by the FNMA and FHLMC from mortgage lenders. These requirements call for compliance with the applicable laws and regulations of the insurer's domiciliary state and those states in which it conducts business, maintenance of minimum total policyholders' surplus of $5.0 million, and maintenance of contingency reserves in accordance with applicable state laws. The requirements also contain guidelines pertaining to captive reinsurance transactions. The financial institutions whose customers are insured by Old Republic are also regulated by federal and state authorities whose regulations have a direct effect on certain forms of credit life and disability insurance. There have been various proposals from time to time with respect to additional regulation of credit life and disability insurance which could have an adverse effect on the Company's small consumer credit life and disability insurance business. The majority of states have also enacted insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. Old Republic's insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such legislation varies from state to state but typically requires periodic disclosure concerning the corporation which controls the registered insurers, or ultimate holding company, and all subsidiaries of the ultimate holding company, and prior approval of certain intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiary) within the holding company system. Each state has established minimum capital and surplus requirements to conduct an insurance business. All of the Company's subsidiaries meet or exceed these requirements, which vary from state to state. (g) Employees. As of December 31, 2003, Old Republic employed approximately 6,645 persons on a full time basis. A majority of eligible full time employees participate in various pension plans which provide annuity benefits payable upon retirement. Eligible employees are also covered by hospitalization and major medical insurance, group life insurance, and various savings, profit sharing, and deferred compensation plans. The Company considers its employee relations to be good. 13 (h) Website access. The Company files various reports with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company's filings are available for viewing and/or copying at the SEC's Public Reference Room located at 450 Fifth Street, NW., Washington, DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling 1-800-SEC-0330. The Company's reports are also available by visiting the SEC's Internet website (http://www.sec.gov) and accessing its EDGAR database to view or print copies of the electronic versions of the Company's reports. Additionally, the Company's reports can be obtained, free of charge, by visiting its Internet website (http://www.oldrepublic.com), selecting Financial Data and the EDGAR Filings hyperlink to access the SEC's EDGAR database to view or print copies of the electronic versions of the Company's reports. The contents of the Company's Internet website are not intended to be, nor shall they be considered incorporated by reference into any of the reports the Company files with the SEC. Item 2-Properties The principal executive offices of the Company are located in the Old Republic Building in Chicago, Illinois. This Company owned building contains 151,000 square feet of floor space of which approximately 54% is occupied by Old Republic, and the remainder is leased to others. In addition to the Company-owned principal executive offices, a subsidiary of the Title Insurance Group partially occupies its headquarters building. This building contains 110,000 square feet of floor space of which approximately 79% is occupied by the Old Republic National Title Insurance Company. The remainder of the building is leased to others. Ten smaller buildings are owned by Old Republic and its subsidiaries in various parts of the country and are primarily used for its business. The carrying value of all owned buildings and related land at December 31, 2003 was approximately $21.6 million. Certain other operations of the Company and its subsidiaries are directed from leased premises. See Note 4(b) of the Notes to Consolidated Financial Statements for a summary of all material lease obligations. Item 3-Legal Proceedings Legal proceedings against the Company arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. Other legal proceedings are discussed below. The City and County of San Francisco and certain escrow customers of an underwritten title agency subsidiary headquartered in the State of California have filed lawsuits alleging that the subsidiary: 1) failed to escheat unclaimed escrow funds; 2) charged for services not necessarily provided; and 3) collected illegal interest payments or fees from banks on the basis of funds held for escrow customers. The subsidiary in turn conducted an internal review of its records and concluded that it had certain liabilities for part of the issues denoted at (1) and (2). The subsidiary defended against the alleged practice denoted at (3) on the grounds that such practices are common within the industry, are not in conflict with any laws or regulations, and other meritorious defenses. The consolidated lawsuits have been tried and a judgment rendered, affirming in part and denying in part the subsidiary's defenses. In the aggregate, the judgment, excluding post-judgment interest, amounts to approximately $33.0 million. The subsidiary has appealed the most significant portions of the judgment, and management believes the judgment will be substantially reduced on appeal. Through December 31, 2003, the subsidiary has continually evaluated its exposures since the litigation began and has paid or otherwise provided cumulatively $52.4 million, including its best estimate of its remaining liability, costs associated with all these issues, and accumulating interest on the aforementioned judgment. In December 1999, a class action lawsuit was filed against the Company's principal mortgage guaranty insurance subsidiary in the Federal District Court for the Southern District of Georgia. The suit alleged that the subsidiary provided pool insurance and other services to mortgage lenders at preferential, below market prices in return for mortgage insurance business, and that the practices violated the Real Estate Settlement Procedures Act. Substantially identical lawsuits were also filed against all of the other mortgage guaranty insurers. The Company's subsidiary filed a summary judgment motion which the Court ruled on favorably, dismissing the lawsuit. The class plaintiffs appealed, and the U.S. Court of Appeals for the Eleventh Circuit vacated the judgment and remanded the case back to the District Court. The subsidiary again filed motions seeking summary judgment on grounds it had asserted earlier but which were not considered by the District Court and opposing certification of the class. On February 5, 2003, the District Court denied class certification. The plaintiffs petitioned the Court to reconsider its ruling or, alternatively, to certify sub-classes. In order to bring the matter to a conclusion and avoid the uncertainties and expenses of further litigation, the subsidiary entered into settlement negotiations with the plaintiffs and reached a settlement agreement calling for the payment of $10.0 million, including attorneys' fees. The Agreement received final approval at a hearing set for that purpose on October 24, 2003. Between 2000 and 2003, the Company paid or otherwise provided cumulatively $12.8 million, the majority of which was incurred in 2002 to cover legal defenses and other costs associated with this litigation, including the costs anticipated under the settlement. The full amount of the settlement was paid on December 23, 2003. 14 Item 4-Submission of Matters to a Vote of Security Holders None. Executive Officers of the Registrant The following table sets forth certain information as of December 31, 2003, regarding the senior executive officers of the Company: Name Age Position - --------------------------- --- ------------------------------------------------------------------------------ John S. Adams 46 Senior Vice President and Chief Financial Officer since August, 2001. Charles S. Boone 50 Senior Vice President, Chief Investment Officer and Treasurer since August, 2001. James A. Kellogg 52 Senior Vice President/General Insurance and President of Old Republic Insurance Company since October, 2002. Spencer LeRoy, III 57 Senior Vice President, General Counsel and Secretary since 1992. William A. Simpson 62 Senior Vice President/Mortgage Guaranty, and Director since 1980. President since 1972 of Republic Mortgage Insurance Company, a wholly-owned subsidiary. Rande K. Yeager 55 Senior Vice President/Title Insurance since March, 2003. President since March, 2002 of Old Republic National Title Insurance Company. A. C. Zucaro 64 Chief Executive Officer, President, Director and Chairman of the Board since 1990, 1981, 1976 and 1993, respectively.
The term of office of each officer of the Company expires on the date of the annual meeting of the board of directors, which is generally held in May of each year. There is no family relationship between any of the executive officers named above. Each of these named officers has been employed in executive capacities with the Company and/or its subsidiaries for the past five years. PART II Item 5- Market for the Registrant's Common Stock and Related Security Holder Matters The Company's common stock is traded on the New York Stock Exchange under the symbol "ORI". The high and low closing prices as reported on the New York Stock Exchange, and cash dividends declared for each quarterly period during the past two years were as follows: Closing Price ---------------------------- Cash High Low Dividends ----------- ---------- ---------- 1st quarter 2002......................................................... $ 21.63 $ 18.10 $ .100 2nd quarter 2002......................................................... 23.15 20.34 .107 3rd quarter 2002......................................................... 21.76 16.85 .107 4th quarter 2002......................................................... $ 21.47 $ 17.37 $ .107 =========== ========== ========== 1st quarter 2003......................................................... $ 20.18 $ 16.53 $ .107 2nd quarter 2003......................................................... 23.43 18.31 .113 3rd quarter 2003......................................................... 23.76 21.78 .113 4th quarter 2003......................................................... 25.79 22.83 .113 Special Dec. 2003......................................................... $ - $ - $ .667 (a) =========== ========== ==========
- ---------- (a) In December, 2003 a special cash dividend of $.667 per share (adjusted for a 50% stock dividend of the Company's common stock) was declared and paid. As of January 30, 2004, there were 3,009 registered holders of the Company's Common Stock. See Note 3(b) of the Notes to Consolidated Financial Statements for a description of certain regulatory restrictions on the payment of dividends by Old Republic's insurance subsidiaries. Closing prices have been restated, as necessary, to reflect all stock dividends and splits declared through December 31, 2003. 15 Item 6-Selected Financial Data Years Ended December 31, - ---------------------------------------------------------------------------------------------------------------------------------- 2003 2002 2001 2000 1999 ------------ ------------ ------------ ------------ ------------ FINANCIAL POSITION ($ millions): Cash and Invested Assets (a)........... $ 6,849.2 $ 6,168.2 $ 5,586.7 $ 5,144.3 $ 4,828.5 Other Assets........................... 2,863.0 2,547.1 2,333.4 2,137.1 2,109.8 Total Assets.................... 9,712.3 8,715.4 7,920.2 7,281.4 6,938.4 Liabilities, Other than Debt........... 6,020.9 5,417.9 4,977.1 4,604.0 4,530.8 Debt................................... 137.7 141.5 159.0 238.0 208.3 Total Liabilities............... 6,158.6 5,559.5 5,136.1 4,842.0 4,739.2 Preferred Stock........................ - - .3 .7 .7 Common Shareholders' Equity............ 3,553.6 3,155.8 2,783.7 2,438.7 2,198.4 Total Capitalization (b)........ $ 3,691.3 $ 3,297.4 $ 2,943.1 $ 2,677.4 $ 2,407.5 ============ ============ ============ ============ ============ - ---------------------------------------------------------------------------------------------------------------------------------- RESULTS OF OPERATIONS ($ millions): Net Premiums and Fees Earned........... $ 2,936.0 $ 2,423.9 $ 2,029.5 $ 1,736.8 $ 1,781.7 Net Investment and Other Income........ 330.5 318.5 314.1 300.1 290.8 Realized Investment Gains.............. 19.3 13.9 29.7 33.6 29.5 Net Revenues................... 3,285.8 2,756.4 2,373.4 2,070.6 2,102.1 Benefits, Claims, Settlement Expenses and Dividends............... 1,112.8 974.8 860.5 761.2 833.0 Underwriting and Other Expenses........ 1,492.9 1,220.6 1,008.9 882.9 952.0 Pretax Income..................... 680.0 560.9 503.9 426.4 317.0 Income Taxes.......................... 219.9 167.7 159.7 131.0 92.9 Net Income........................ $ 459.8 $ 392.9 $ 346.9 $ 297.5 $ 226.8 ============ ============ ============ ============ ============ - ---------------------------------------------------------------------------------------------------------------------------------- COMMON SHARE DATA:(d) Net Income: Basic (c)............................. $ 2.53 $ 2.17 $ 1.94 $ 1.66 $ 1.17 ============ ============ ============ ============ ============ Diluted .............................. $ 2.51 $ 2.16 $ 1.92 $ 1.65 $ 1.17 ============ ============ ============ ============ ============ Dividends: Cash - Regular............... $ .446 $ .420 $ .393 $ .367 $ .327 - Special (e)........... .667 - - - - ------------ ------------ ------------ ------------ ------------ - Total................. $ 1.113 $ .420 $ .393 $ .367 $ .327 ============ ============ ============ ============ ============ Stock........................ 50% -% -% -% -% ============ ============ ============ ============ ============ Book Value.............................. $ 19.57 $ 17.45 $ 15.60 $ 13.75 $ 11.99 ============ ============ ============ ============ ============ Common Shares (thousands): Outstanding........................... 181,606 180,898 178,465 177,380 183,299 ============ ============ ============ ============ ============ Average: Basic...................... 181,549 180,863 178,436 178,977 193,438 ============ ============ ============ ============ ============ Diluted.................... 183,302 182,323 180,491 180,295 194,680 ============ ============ ============ ============ ============
- ---------- (a) Consists of cash, investments and investment income due and accrued. (b) Total capitalization consists of debt, preferred stock, and common shareholders' equity. (c) Calculated after deduction of minor amounts of preferred stock cash dividends. (d) All per share statistics herein have been restated to reflect all stock dividends or splits declared through December 31, 2003. (e) In December, 2003 a special cash dividend of $.667 per share (adjusted for a 50% stock dividend of the Company's common stock) was declared and paid. 16 Item 7-Management Analysis of Financial Position and Results of Operations ($ in Millions, Except Share Data) - ------------------------------------------------------------------------------- OVERVIEW This analysis pertains to the consolidated accounts of Old Republic International Corporation which are presented on the basis of generally accepted accounting principles ("GAAP"). The Company conducts its business through four separate segments, namely its General (property and liability coverages), Mortgage Guaranty, Title, and Life insurance groups. This information should be read in conjunction with the consolidated financial statements and related footnotes thereto included elsewhere in this document. CHANGES IN ACCOUNTING POLICIES During the first quarter of 2002, the Company adopted Statement of Financial Accounting Standards No. 142 ("FAS 142") "Goodwill and Other Intangible Assets". Under FAS 142, goodwill and certain intangible assets will no longer be amortized against operations but must be tested at least annually for possible impairment of their carrying values. At December 31, 2003 and 2002, the Company's consolidated unamortized goodwill asset balance was $87.5, and the average annual charge from goodwill amortization to operating results for the three calendar years ended 2001 was approximately $4.0 (or 2 cents per average diluted share). The Company completed the transitional goodwill impairment test required by FAS 142 in the first quarter of 2002 and determined that there was no indication of goodwill or intangible asset impairment. During the first quarter of 2003, the Company tested the carrying value of its goodwill and intangible assets and determined that there was no indication of impairment of such assets. Effective January 1, 2003, the Company elected to reclassify its fixed maturity securities categorized as held to maturity to the available for sale classification. The securities involved are primarily utility and tax-exempt bonds that accounted for approximately 34 percent of Old Republic's investment portfolio. The decision was prompted by restrictive accounting rules affecting held to maturity investment securities. The necessarily mechanical application of these rules can inhibit the Corporation's ability to optimally manage its investments from a practical business point of view. As of January 1, 2003, the net impact of this reclassification on the Corporation's balance sheet was to increase the carrying value of invested assets by $117.5, deferred tax liabilities by $41.1, and shareholders' equity by $76.4, or approximately 42 cents per share. As of December 31, 2003, the net impact of this reclassification on the Corporation's balance sheet is to increase the carrying value of invested assets by $99.2, deferred tax liabilities by $34.7 and shareholders' equity by $64.5, or approximately 36 cents per share. This change has no income statement impact, no effect on Old Republic's ability to hold individual securities to maturity as it may deem appropriate, and does not affect the Company's necessary long-term orientation in the management of its business. Going forward, Old Republic's shareholders' equity account could reflect somewhat greater period-to-period volatility as the entire bond, note and stock investment portfolio will now be marked to market on a quarterly basis. Nevertheless, the Company believes that its ability to hold securities until they mature or until such other time when they can be sold opportunistically are much more significant and meaningful factors than the balance sheet or income statement effect of changes in market values at any point in time. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 148 ("FAS 148") "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FAS No. 123" for periods starting after December 15, 2002. As of April 1, 2003, the Company adopted the requirements of FAS 148 utilizing the prospective method. Under this method, stock-based compensation expense is recognized for awards granted after the beginning of the fiscal year of adoption. For all other stock option awards outstanding, the Company continues to use the intrinsic value method permitted under existing accounting pronouncements. In estimating the compensation cost of options, the fair value of options has been calculated using the Black-Scholes option pricing model. Expense recognition of stock options granted in 2003 reduced earnings per share by less than 1 cent per share. FINANCIAL POSITION The Company's financial position at December 31, 2003 reflected increases in assets, liabilities and common shareholders' equity of 11.4%, 10.8% and 12.6%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 70.5% and 70.8% of consolidated assets as of December 31, 2003 and 2002, respectively. Consolidated results produced positive and growing consolidated operating cash flows for the latest three years, with the Company's three largest operating segments providing substantially all such funds from operations. In 2003, the invested asset base increased 11.0% to $6,849.2 principally as a result of such higher operating cash flow and the greater increase in fair value of investments resulting from the aforementioned reclassification of fixed maturity securities. During 2003 and 2002, the Corporation committed substantially all investable funds to short to intermediate-term fixed maturity securities. At both December 31, 2003 and 2002, approximately 99% of the Company's investments consisted of marketable securities, including tax and loss bonds held by its mortgage guaranty subsidiaries, which are redeemable by the U.S. Treasury for tax purposes. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. Investable funds have not been directed to so-called "junk bonds" or types of securities categorized as derivatives. Old Republic's commitment to equity securities during 2003 remained stable in relation to the related invested balance at 17 year-end 2002; this resulted mostly from sales of equity securities, which were essentially offset by purchases and net unrealized gains on the remaining holdings. At December 31, 2003, the Company had no fixed maturity investments in default as to principal and/or interest. Relatively high short-term maturity investment positions were maintained as of December 31, 2003 and 2002. Such investment positions reflect a large variety of seasonal and intermediate-term factors including current operating needs, expected operating cash flows, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels. The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration. The market value of the Company's long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a component of the separate statement of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost. Possible future declines in fair values for Old Republic's bond and stock portfolios would affect negatively the common shareholders' equity account at any point in time, but would not necessarily result in the recognition of realized investment losses. The Company reviews the status and market value changes of each of its investments on at least a quarterly basis during the year, and estimates of other than temporary impairments in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for other than temporary impairment, the Company, in addition to a security's market price history, considers the totality of such factors as the issuer's operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden market value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Accordingly, the recognition of losses from other-than-temporary value impairments is subject to a great deal of judgment as well as turns of events over which the Company can exercise little or no control. In the event the Company's estimate of other than temporary impairments is insufficient at any point in time, future periods' net income would be adversely affected by the recognition of additional realized or impairment losses, but its financial position would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been recognized previously as unrealized losses. 18 The following tables show certain information relating to the Company's fixed maturity and equity portfolios as of the dates shown: - ------------------------------------------------------------------------------------------------------------------------------- Credit Quality Ratings of Fixed Maturity Securities (*) - ------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 --------------- -------------- Aaa................................................................................... 29.7% 30.9% Aa.................................................................................... 19.1 24.3 A..................................................................................... 32.0 31.4 Baa................................................................................... 18.5 10.8 --------------- -------------- Total investment grade....................................................... 99.3 97.4 All other (**)........................................................................ .7 2.6 --------------- -------------- Total........................................................................ 100.0% 100.0% =============== ==============
(*) Credit quality ratings used are those assigned primarily by Moody's; other ratings are assigned by Standard & Poor's and converted to equivalent Moody's ratings classifications. (**) "All other" includes non-investment or non-rated small issues of tax-exempt bonds. The Company had no gross unrealized losses on non-investment grade fixed maturity securities as of December 31, 2003. - -------------------------------------------------------------------------------------------------------------------------------- Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Maturity Securities as of December 31, 2003 - -------------------------------------------------------------------------------------------------------------------------------- Gross Amortized Unrealized Cost Losses ------------ ------------ Fixed Maturity Securities by Industry Concentration: Energy................................................................................ $ 58.5 $ 1.4 Municipals............................................................................ 49.5 .5 Industrials........................................................................... 48.8 .7 Telecom............................................................................... 44.6 .7 Other ................................................................................ 289.3 4.3 ------------ ------------ Total........................................................................ $ 490.9 (a) $ 7.8 ============ ============
(a) Represents 9.0 percent of the total fixed maturity securities portfolio. - -------------------------------------------------------------------------------------------------------------------------------- Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities as of December 31, 2003 - -------------------------------------------------------------------------------------------------------------------------------- Gross Unrealized Cost Losses ------------ ------------ Equity Securities by Industry Concentration: Health care........................................................................... $ 39.7 $ 7.3 Utilities............................................................................. 28.7 4.1 Retail................................................................................ 24.0 4.6 Telecom............................................................................... 19.4 1.0 Other ................................................................................ 49.2 6.8 ------------ ------------ Total........................................................................ $ 161.1 (b) $ 23.9 (c) ============ ============
(b) Represents 36.7 percent of the total equity securities portfolio. (c) Represents 5.5 percent of the cost of the total equity securities portfolio, while gross unrealized gains represent 22.4 percent of the portfolio. 19 - -------------------------------------------------------------------------------------------------------------------------------- Gross Unrealized Losses Stratified For All Fixed Maturity Securities as of December 31, 2003 - -------------------------------------------------------------------------------------------------------------------------------- Amortized Cost of Fixed Maturity Securities Gross Unrealized Losses --------------------------------- ------------------------------- Non- Non- Investment Investment All Grade Only All Grade Only ------------- ------------- ------------ ------------ Maturity Ranges: Due in one year or less............................... $ 1.7 $ - $ - $ - Due after one year through five years................. 119.8 - 1.5 - Due after five years through ten years................ 347.9 - 5.5 - Due after ten years................................... 21.3 - .7 - ------------- ------------- ------------ ------------ Total........................................ $ 490.9 (d) $ - $ 7.8 $ - ============= ============= ============ ============
(d) Represents 9.0 percent of the total fixed maturity securities portfolio. - --------------------------------------------------------------------------------------------------------------------------------- Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses as of December 31, 2003 - --------------------------------------------------------------------------------------------------------------------------------- Amount of Gross Unrealized Losses ----------------------------------------------------------------------- Total Gross Less than 20% 20% to 50% More than 50% Unrealized of Cost of Cost of Cost Loss ------------- ------------- ------------- ------------- Number of Months in Loss Position: Fixed Maturity Securities: One to six months.................... $ 7.6 $ - $ - $ 7.6 Seven to twelve months............... - - - - More than twelve months.............. .2 - - .2 ------------- ------------- ------------- ------------- Total....................... $ 7.8 $ - $ - $ 7.8 ============= ============= ============= ============= Equity Securities: One to six months.................... $ 2.2 $ - $ - $ 2.2 Seven to twelve months............... - - - - More than twelve months.............. 9.7 11.9 - 21.6 ------------- ------------- ------------- ------------- Total....................... $ 12.0 $ 11.9 $ - $ 23.9 ============= ============= ============= ============= Number of Issues in Loss Position: Fixed Maturity Securities: One to six months.................... 106 - - 106 Seven to twelve months............... 1 - - 1 More than twelve months.............. 3 - - 3 ------------- ------------- ------------- ------------- Total....................... 110 - - 110 (e) ============= ============= ============= ============= Equity Securities: One to six months.................... 8 - - 8 Seven to twelve months............... - - - - More than twelve months.............. 13 5 - 18 ------------- ------------- ------------- ------------- Total....................... 21 5 - 26 (e) ============= ============= ============= =============
The aging of issues with unrealized losses employs month-end closing market price comparisons with an issue's original cost. The percentage reduction from original cost reflects the decline as of a specific point in time, December 31, 2003 in the above table, and accordingly, is not indicative of a security's value having been consistently below its cost at the percentages and throughout the periods shown. (e) At December 31, 2003 the number of issues in a loss position represent 6.9 percent as to fixed maturities, and 27.7 percent as to equity securities of the total number of such issues held by the Company. 20 - -------------------------------------------------------------------------------------------------------------------------------- Age Distribution of Fixed Maturity Securities - -------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 --------------- -------------- Maturity Ranges: Due in one year or less............................................................. 11.0% 13.4% Due after one year through five years............................................... 50.0 55.9 Due after five years through ten years.............................................. 37.7 29.9 Due after ten years through fifteen years........................................... 1.3 .8 Due after fifteen years............................................................. - - --------------- -------------- Total...................................................................... 100.0% 100.0% =============== ============== Average Maturity.................................................................... 4.5 Yrs. 3.9 Yrs. =============== ============== Duration (f)........................................................................ 4.0 3.5 =============== ==============
(f) Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 4.0 as of December 31, 2003 implies that a 100 basis point parallel increase in interest rates from current levels would result in a possible decline in the market value of the long-term fixed maturity investment portfolio of approximately 4.0 percent. - ------------------------------------------------------------------------------------------------------------------------------- Composition of Unrealized Gains (Losses) - ------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 --------------- -------------- On Fixed Maturity Securities: Amortized cost.................................................................. $ 5,463.9 $ 5,043.6 Estimated fair value............................................................ 5,741.1 5,344.2 --------------- -------------- Gross unrealized gains.......................................................... 285.0 318.6 Gross unrealized losses......................................................... (7.8) (18.0) --------------- -------------- Net unrealized gains .................................................. $ 277.1 $ 300.5 =============== ============== On Equity Securities: Cost............................................................................ $ 439.2 $ 520.3 Estimated fair value............................................................ 513.5 513.5 --------------- -------------- Gross unrealized gains.......................................................... 98.2 63.1 Gross unrealized losses......................................................... (23.9) (69.9) --------------- -------------- Net unrealized gains (losses).......................................... $ 74.2 $ (6.7) =============== ==============
Among other major assets, substantially all of the Company's receivables are not past due. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or reduced by allowances for estimated amounts unrecoverable which allowances are reflected in the Company's net reserve liabilities. Deferred policy acquisition costs are estimated by taking into account the variable costs of producing specific types of insurance policies, and evaluating their recoverability on the basis of recent trends in claims costs. The Company's deferred policy acquisition cost balances have not fluctuated substantially from period-to-period and do not represent significant percentages of assets, shareholders' equity, or premium reserves. The parent holding company meets its liquidity and capital needs principally through dividends paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities of the states in which they are domiciled. The Company can receive up to $321.2 in dividends from its subsidiaries in 2004 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is more than adequate to cover the parent holding company's currently expected cash outflows represented mostly by interest on outstanding debt and quarterly cash dividend payments to shareholders. In addition, Old Republic can access the commercial paper market for up to $150.0 to meet unanticipated liquidity needs. During 2003 and 2002, the Company used a part of available cash flow to redeem a portion of its commercial paper outstanding, thereby reducing consolidated debt by approximately $1.0 and $15.0, respectively. Old Republic's capitalization of $3,691.3 at December 31, 2003 consisted of debt of $137.7 and common shareholders' equity of $3,553.6. Changes in the common shareholders' equity account for the three most recent years reflect primarily the retention of earnings in excess of dividends declared on outstanding preferred and common shares and an increase in the value of investments carried at market values. In May 2003, the Company canceled 1.9 million common shares previously reported as treasury stock, and restored them to unissued status; this had no effect on total shareholders' equity or the financial condition of the Company. At its March, 2002 meeting, the Company's Board of Directors authorized the reacquisition of up to $200.0 of common shares as market conditions warrant during the two year period from that date; no stock had as yet been acquired through December 31, 2003 pursuant to this authorization. 21 The following table shows certain information relating to the Company's contractual obligations as of December 31, 2003: Payments Due by Period --------------------------------------------------------------------------------- Less than 1 - 3 3 - 5 More than 5 Total 1 Year Years Years Years ------------ ------------- ------------- ------------- ------------ Contractual Obligations: Debt.................................. $ 137.7 $ 19.5 $ 1.0 $ 115.5 $ 1.5 Operating Leases...................... 128.6 33.7 43.6 24.6 26.5 ------------ ------------- ------------- ------------- ------------ Total............................. $ 266.3 $ 53.2 $ 44.7 $ 140.2 $ 28.1 ============ ============= ============= ============= ============
In December, 2003, the Company's Board of Directors declared a 50 percent stock dividend on the Company's outstanding common shares. At the same time, the Board of Directors also declared a special year-end cash dividend of $.667 per common share ($1.00 per common share before adjustment for the 50 percent stock dividend). RESULTS OF OPERATIONS Revenues: Pursuant to GAAP applicable to the insurance industry, revenues are associated with the related benefits, claims, and expenses by means of the provision for policy benefits, the deferral and subsequent amortization of applicable acquisition costs, and the recognition of incurred benefits, claims and operating expenses. Substantially all general insurance premiums are reflected in income on a pro-rata basis. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations. Nearly all of the Company's mortgage guaranty premiums stem from monthly installment policies. Accordingly, such premiums are fully earned in the month they are reported and received. With respect to minor numbers of annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies. Title premium and fee revenues stemming from the Company's direct operations represent approximately 40% of such consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 60% of consolidated title premium and fee revenues is produced by independent title agents and other service providers. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions. Ordinary life insurance premiums are recognized as revenues when due, whereas premiums for other coverages such as credit life, credit disability, and health insurance are recognized as income on a pro-rata, sum of the years' digits, or combination of such methods as are deemed most applicable in the circumstances. The composition of Old Republic's earned premiums and fees for the periods reported upon was as follows: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- -------------- ------------- General Insurance premiums........................................ $ 1,379.5 $ 1,184.1 $ 1,000.2 Mortgage Guaranty premiums........................................ 400.9 376.2 353.1 Title Insurance premiums and fees................................. 1,103.8 813.4 625.3 Life Insurance premiums........................................... 51.6 50.1 50.6 ------------- -------------- ------------- Consolidated premiums and fees............................... $ 2,936.0 $ 2,423.9 $ 2,029.5 ============= ============== =============
Consolidated net premiums and fees earned increased by 21.1%, 19.4% and 16.9% in 2003, 2002 and 2001, respectively. Earned premiums in the General Insurance Group increased 16.5%, 18.4% and 16.6% in 2003, 2002 and 2001, respectively, as a result of positive pricing and risk selection changes the Company has effected during the past four years, as well as additional business produced in an environment marked by a more restrictive marketing stance on the part of many competitors. During 2002 and 2001 in particular, Old Republic experienced greater success in retaining existing accounts and obtaining new accounts at generally rising prices. Mortgage guaranty premium income trends reflect greater sales opportunities arising from strong housing and mortgage lending markets, offset in part by a high level of mortgage refinancing activity and a greater amount of reinsurance cessions. High loan refinancing activity tends to reduce mortgage guaranty insurers' policies in force, and thus renewal premium production, since previously insured mortgages may no longer require coverage or may become insured by competitors. Title Group premium and fee revenues increased by 35.7%, 30.1% and 26.6% in 2003, 2002 and 2001, respectively. These results reflect a continuation of favorable market conditions for the sale of new and used homes, and most importantly strong 22 mortgage refinancing activity driven by a fairly consistent drop in mortgage rates during the recent past. Life and disability premiums volume has continued to reflect the flattish trends of the past several years as growth for the Company's limited product offerings has been inhibited by significant price competition among life and health insurers. Consolidated net investment income grew by 2.4% in 2003, was down 0.8% in 2002 and grew by 0.3% in 2001. For each of the past three years, this revenue source was affected by a rising invested asset base caused by positive consolidated operating cash flows, by a concentration of investable assets in interest-bearing fixed maturity securities, and by changes in market yields. The average annual yield on investments was 4.7%, 5.1% and 5.6% for the years ended December 31, 2003, 2002 and 2001, respectively. Yield trends reflect at once the relatively short maturity of Old Republic's fixed maturity securities portfolio, a continuation of a progressively lower yield environment during the past three years, and a moderate increase in equity investments which typically produce lower current yields in the form of cash dividends. The Company's investment policies have not been designed to maximize or emphasize the realization of investment gains. Rather, these policies aim to assure a stable source of income from interest and dividends, protect capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Dispositions of fixed maturity securities arise mostly from scheduled maturities and early calls; in 2003, 2002 and 2001, 70.2%, 74.9% and 88.7%, respectively, of all such dispositions resulted from these occurrences. Dispositions of equity securities at a realized gain or loss reflect such factors as ongoing assessments of issuers' business prospects, rotation among industry sectors, and tax planning considerations. Additionally, the amount of net realized gains and losses registered in any one accounting period are affected by the aforementioned assessments of securities' values for other than temporary impairment. As a result of the interaction of all these factors and considerations, net realized investment gains or losses can vary significantly from period-to-period, and, in the Company's view, are not indicative of any particular trend or result in its basic insurance underwriting business. The following table reflects the composition of net realized gains or losses for the periods shown: Years Ended December 31, ------------------------------------------ 2003 2002 2001 ---------- ---------- ---------- Realized Gains (Losses) on Disposition of: Fixed maturity securities.............................................. $ 4.6 $ 3.8 $ (2.9) Equity securities and miscellaneous investments........................ 31.1 29.1 39.4 ---------- ---------- ---------- Total..................................................... 35.7 33.0 36.5 ---------- ---------- ---------- Impairment losses on: Fixed maturity securities.............................................. - (5.0) (1.2) Equity securities and miscellaneous investments........................ (16.4) (14.0) (5.5) ---------- ---------- ---------- Total..................................................... (16.4) (19.0) (6.7) ---------- ---------- ---------- Net realized gains.......................................................... $ 19.3 $ 13.9 $ 29.7 ========== ========== ==========
Expenses: The insurance business is distinguished from most others in that the prices (premiums) charged for insurance coverages are set without clear knowledge of the claim costs that will ultimately emerge and be incurred, often many years after issuance of a policy. In order to achieve a necessary matching of revenues and expenses, the Company records in each accounting period the benefits, claims and related settlement costs that have been incurred during the period. Such costs are affected by the adequacy of reserve estimates established for current and prior years' claim occurrences. The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserve-setting process relies on management's judgments and the opinions of a large number of persons, on the application and interpretation of historical precedent and trends, and on expectations as to future developments. At any point in time, the Company is exposed to possibly higher than anticipated claim costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts. All reserves are thus based on a large number of assumptions and resulting estimates which are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. The Company believes that its overall reserving practices have been consistently applied over many years. For at least the past ten years, previously established reserves have produced reasonable estimates of the ultimate net costs of claims incurred. However, no representation is made that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates. In addition to the factors cited in the two preceding paragraphs, certain events could impact adversely the Company's reserve adequacy and its future operating results and financial condition. With respect to Old Republic's 23 General insurance business, such events or exposures would include catastrophic workers' compensation claims caused by a terrorist attack or a natural disaster such as an earthquake, legislated retroactive incurrence of previously denied or settled claims, the levying of major guaranty fund assessments by various states based on the costs of insurance company failures apportioned against remaining and financially secure insurers, the future failure of one or more significant assuming reinsurers that would void or reduce the Company's reinsurance recoverable for losses paid or in reserve, and greater than expected involuntary market assessments, such as those caused by forced participation in assigned risk and similar state plans, all of which cannot be reasonably estimated prior to their emergence. Mortgage guaranty claim reserves could develop deficiently as a result of an unexpected rise in unemployment which might hinder borrowers' ability to cure mortgage payment defaults. Significant declines in home prices could also have similarly adverse effects since salvage recoveries from the sale of properties obtained through foreclosures could be reduced. Title segment loss reserve levels could be impacted adversely by such developments as reduced loan refinancing activity whose effect could be to lengthen the period during which title policies remain exposed to loss emergence, or reductions in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, could lead to increased occurrences of fraud, defalcations or mechanics' liens. As to Old Republic's life and health segment, reserve adequacy may be affected adversely by greater than anticipated medical care cost inflation as well as greater than expected frequency and severity of claims. In management's opinion, geographic concentrations of assureds' employees in the path of an earthquake or acts of terrorism represent the most significant catastrophic risks to Old Republic's General insurance segment. These risks would largely impact the workers' compensation line since primary insurers such as the Company must, by regulation, issue unlimited liability policies. While Old Republic obtains a degree of protection through its reinsurance program as to earthquake exposures, and until 2005, through the Terrorism Risk Insurance Act of 2002, there is no assurance that recoveries thereunder would be sufficient to offset the costs of a major calamity nor eliminate its possible major impact on operating results and financial condition. Old Republic has availed itself of modeling techniques to evaluate the possible magnitude of earthquake or terrorist induced claim costs for its most exposed coverage of workers' compensation. Such models, however, have not been sufficiently validated by past occurrences, and rely on a large variety and number of assumptions. As a result, they may not be predictive of possible claims from future events. With respect to the Company's Mortgage Guaranty business, the most significant risk lies in the possibility of prolonged economic dislocations that would result in high unemployment levels and depressed property values conspiring to magnify loan default rates and resulting claim costs. In Title insurance, the Company's biggest exposure likely relates to defalcations and fraud which can result in significant aggregations of claims or non-collection of insurance premiums. In Life insurance, as in General insurance, concentrations of insured lives coupled with a catastrophic event would represent the Company's largest exposure. In all of these regards, current GAAP accounting does not permit the Company's reserving practices to anticipate and provide for these exposures before they occur. Most of Old Republic's consolidated claim and related expense reserves stem from its General insurance business. At December 31, 2003, such reserves accounted for 88.6% and 81.9% of consolidated gross and net of reinsurance reserves, respectively. The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of that date: Gross Net ---------- ----------- Claim and Loss Adjustment Expense Reserves: Commercial automobile (mostly trucking)........................................................... $ 764.5 $ 616.6 Workers' compensation............................................................................. 1,482.6 743.4 General liability................................................................................. 733.8 270.7 Other coverages................................................................................... 498.0 333.2 Unallocated loss adjustment expense reserves...................................................... 83.7 83.6 ---------- ----------- Total general insurance segment reserves................................................. 3,562.8 2,047.7 Mortgage guaranty................................................................................. 181.5 179.7 Title............................................................................................. 237.1 237.1 Life.............................................................................................. 18.2 12.6 Unallocated loss adjustment expense reserves - other segments..................................... 22.7 22.7 ---------- ----------- Total claim and loss adjustment expense reserves......................................... $ 4,022.7 $ 2,500.1 ========== =========== Asbestosis and environmental claim reserves included in the above general insurance reserves: Amount......................................................... $ 91.0 $ 56.6 ========== =========== % of total general insurance segment reserves.................. 2.6% 2.8% ========== ===========
Old Republic's General insurance business is composed of a large variety of lines or classes of commercial insurance; it has negligible exposure to personal lines such as homeowners or private passenger automobile insurance that exhibit wide diversification of risks, significant frequency of claim occurrences, and high degrees of statistical credibility. Most of the General Insurance segment's claim reserves stem from liability insurance coverages for commercial customers. Liability claims typically require more extended periods of investigation and at times protracted litigation before they are finally settled, and thus tend to exhibit loss development and payment patterns that stretch over relatively long periods of time. The Company establishes point estimates for most reserves on an insurance 24 coverage line-by-line basis for individual subsidiaries, sub-classes, or individual blocks of business that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized in setting such reserves. The reserves listed in the table above represent such point estimates. Accordingly, the overall reserve level at any point in time represents the compilation of a very large number of reported ("case") reserve estimates and the results of a variety of formula calculations intended to cover claims and related costs not as yet reported or emerged ("IBNR"). Case reserves are based on continually evolving assessments of the facts available to the Company during the claim settlement process. Long-term, disability-type workers' compensation reserves are discounted to present value based on interest rates ranging from 3.5% to 4.0%. Formula calculations are utilized and are intended to cover IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account so-called link ratios that represent prior years' patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim. Reserves pertaining to large individual commercial insurance accounts that exhibit sufficient statistical credibility, and that may be subject to retrospective premium rating plans or the utilization of varying levels or types of self insured retentions are established on an account by account basis using case reserves and applicable formula-driven methods. For certain so-called long-tail categories of insurance such as excess liability or excess workers' compensation, officers and directors' liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected loss ratios. As actual claims data emerges in succeeding years, the original accident year loss ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical or actuarial projection techniques such as the Bornhuetter/Ferguson method which utilizes data from the more mature experience of prior years. Except for a small portion that emanates from ongoing primary insurance operations, a substantial majority of the asbestosis and environmental ("A&E") claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools. Substantially all such participations were discontinued fifteen or more years ago and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unrelated primary or ceding reinsurance companies. While the Company performs periodic reviews of a portion of claim files so managed, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as so-called survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this simplistic appraisal of an insurer's A&E loss reserve level, Old Republic's average five year survival ratios stood at 6.3 years (gross) and 9.8 years (net of reinsurance) as of December 31, 2003. Incurred net losses for asbestosis and environmental claims have averaged 1.2% of General Insurance Group incurred losses over the past five years. Mortgage guaranty loss reserves are based on calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported. Further, the resulting loss reserve estimates take into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported loan defaults at various stages of default, and judgments relative to future employment levels, housing market activity, and mortgage loan demand and extensions. Title insurance and related escrow service loss and loss adjustment expense reserves are established to cover the estimated settlement costs of known as well as claims incurred but not reported, concurrently with the recognition of premium and escrow service revenues. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. Reserves for claims incurred but not reported are established on the basis of past experience and evaluations of such variables as changes and trends in the types of policies issued, changes in real estate markets and interest rate environments, and changed levels of loan refinancings, all of which can have a bearing on the emergence, number, and ultimate cost of claims. Life and health insurance claim reserves also take into account estimates of the costs of settling known as well as incurred but not reported claims. Such estimates are based on an assessment of the facts available during the settlement process and past experience as to the emergence and severity of unreported claims. In addition to the above reserve elements, the Company establishes reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' experience and are intended to cover the unallocated costs of claim departments' administration of known and IBNR claims. Substantially all of the Company's reserves for IBNR claims relate to its general insurance business. As of December 31, 2003, the Company's general insurance segment carried reserves of $595.1 to cover claims incurred but not as yet reported as well as possible adverse development of known cases. As noted above, the aggregate of these provisions, known collectively as IBNR reserves, 25 results from the application of many formulas and reserve-setting approaches that are sensitive to the wide variety of already enumerated factors. Should the reserves for IBNR claims be understated by 10% for a deficiency of $59.5, or 2.9% of the Company's net general insurance reserves as of the most current year end, the impact on the Company's income statement would be to reduce pretax income by that amount. While the Company has not incurred such deficiency levels on reserves posted as of the 10 most recent year ends, there can be no assurance that this experience will continue in the future. The percentage of net benefits, claims, and related settlement expenses measured against premiums and related fee revenues of the Company's operating segments were as follows: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- -------------- ------------- General Insurance Group........................................... 67.8% 72.6% 75.3% Mortgage Guaranty Group........................................... 22.7% 14.1% 16.1% Title Insurance Group............................................. 5.8% 5.0% 4.0% Life Insurance Group.............................................. 48.8% 58.0% 59.7% Consolidated................................................. 37.9% 40.2% 42.4% ============= ============== =============
The general insurance portion of the claims ratio improved in 2003 compared to 2002 which also reflected an improvement over 2001. The downtrend in this major cost factor reflects largely the aforementioned pricing and risk selection improvements effected in the past thirty-six months or so. The lower 2002 mortgage guaranty claims ratio results from a decline in claim provisions driven principally by a drop in expected claim severity, while the increase in 2003 was driven mostly by higher claim frequencies. A small increase in 2001 was largely the result of a moderately higher loan default rate factor. The title insurance loss ratio has been in the low single digits in each of the past three years due to a continuation of favorable trends in claims frequency and severity for business underwritten since 1992 in particular. The uptrend in the 2003 and 2002 title insurance loss ratios stem from a rise in the net provision for ultimate claim costs from the historically low level achieved in 2001. Old Republic's life and health benefit and claims ratio, though reasonably stable in the periods reported upon, can vary widely from period to period due to the relatively small size of this segment's book of business and the material impact that even a slight change in frequency or severity of death and health claims can have. The consolidated benefit and claim ratio reflects the changing effect of period to period contributions of each segment to consolidated results and this ratio's variances within each segment. The Company's mix of coverages, industries served, and long-standing objective of assuring wide dispersion of risks in selected geographical areas minimized claim exposures related to the September 11, 2001 terrorist attack on America. The income statement for the year ended December 31, 2001 nonetheless included charges aggregating approximately $4.0 to cover isolated property, workers' compensation, trip delay and life insurance claims; the resulting aggregate post tax charge of $2.6 reduced consolidated net income 1 cent per share. The ratio of consolidated underwriting, acquisition, and insurance expenses to net premiums and fees earned was 48.5% in 2003, 47.9% in 2002 and 46.5% in 2001. Variations in these consolidated ratios reflect a continually changing mix of coverages sold and attendant costs of producing business in the Company's four business segments. The following table sets forth the expense ratios registered by each business segment for the periods shown: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- -------------- ------------- General Insurance Group........................................... 25.5% 25.8% 26.7% Mortgage Guaranty Group........................................... 24.8% 32.3% 27.5% Title Insurance Group............................................. 84.6% 85.6% 87.2% Life Insurance Group.............................................. 55.2% 42.5% 45.4% Consolidated................................................. 48.5% 47.9% 46.5% ============= ============== =============
Expense ratios for the Company as a whole have remained basically stable for the periods reported upon. The slight downtrend in the General Insurance Group's expense ratio reflects the benefits of firm general expense management in the face of a greater revenue base. The mortgage guaranty segment's expense ratio decreased in 2003 and 2001 due to greater efficiencies gained in the distribution and servicing of its products; the increase in this ratio for 2002 was due to the posting of special operating charges aggregating $20.5. These charges stemmed from the cessation of the development and marketing of a loan portfolio evaluation service aimed at existing and potential mortgage guaranty insurance customers, and a reassessment of certain class action litigation exposures. The 2003 ratio also benefited from the resolution of the aforementioned class action litigation at a cost approximately $5.0 less than the related reserves recorded in 2002. Increased title sales volume in 2003, 2002 and 2001 led to a lower expense ratio for those years. Consumer and regulatory litigation affecting Old Republic's California title insurance subsidiary was responsible for expenses of $2.4, $3.4 and $6.8 charged to 2003, 2002 and 2001 operations, respectively. Consolidated interest and other corporate charges decreased in 2003 due primarily to reduced interest costs on a slightly lower debt level. Pretax and Net Income: Consolidated pretax income increased by 21.2%, 11.3% and 18.2% in 2003, 2002 and 2001, respectively. The following table shows the components of pretax income reconciled to consolidated net income: 26 Years Ended December 31, ------------------------------------------ 2003 2002 2001 ----------- ---------- ---------- Pretax income (loss): General Insurance Group........................................................... $ 259.0 $ 182.1 $ 141.4 Mortgage Guaranty Group........................................................... 276.4 267.7 261.9 Title Insurance Group............................................................. 129.8 97.8 74.6 Life Insurance Group.............................................................. 4.3 6.4 4.9 Other............................................................................. (8.8) (7.1) (8.8) Consolidated pretax net realized gains............................................ 19.3 13.9 29.7 ----------- ---------- ---------- Consolidated pretax income........................................................ 680.0 560.9 503.9 Income taxes................................................................... 219.9 167.7 159.7 ----------- ---------- ---------- Consolidated net income........................................................... $ 459.8 $ 392.9 $ 346.9 =========== ========== ==========
General insurance results improved meaningfully in 2003, 2002 and 2001 by virtue of the better underwriting experience produced by the above noted factors that affected loss and expense ratios. Further growth of mortgage guaranty income from underwriting and investments, and accelerated growth in premiums and fees from greater refinancing activity which benefited the Title Insurance Group in particular, also led to greater contributions to consolidated pretax earnings by these segments. Life and disability operations registered increased earnings in 2002 and decreased earnings in 2003 and 2001 as a result of varying benefit and claims costs, and in particular during 2003, a greater than average lapsation of certain term life policies issued in prior years and higher expense levels in travel related product areas. The effective consolidated income tax rates were 32.3% in 2003, 29.9% in 2002, and 31.7% in 2001. The effective tax rate was reduced and net earnings were enhanced by tax and related interest recoveries of $10.9, or 6 cents per share in 2002 from the favorable resolution of tax issues dating back to the Company's 1987 tax return. Otherwise, the rates for each year reflect primarily the varying proportions of pretax operating income derived from partially tax-sheltered investment income (principally tax-exempt interest) on the one hand, and the combination of fully taxable investment income, realized investment gains or losses, and underwriting and service income, on the other hand. OTHER INFORMATION Reference is here made to "Information About Segments of Business" appearing elsewhere herein. Historical data pertaining to the operating performance, liquidity, and other financial indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed claims can have a bearing on period-to-period comparisons and future operating results. Some of the statements made in this report, as well as oral statements or commentaries made by the Company's management in conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements, commentaries or inferences contained in this report, of necessity, involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's General insurance segment, its results can be affected in particular by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors, the levels of interest and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work-related injuries, and unanticipated external events. Mortgage Guaranty and Title insurance results can be impacted by similar factors and most particularly by changes in national and regional housing demand and values, the availability and cost of mortgage loans, employment trends, and default rates on mortgage loans; mortgage guaranty results, in particular, may also be impacted by various risk-sharing arrangements with business producers as well as the risk management and pricing policies of government sponsored enterprises. Life and disability insurance results can be affected by the levels of employment and consumer spending, as well as mortality and health trends, and changes in policy lapsation rates. At the parent company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, as well as interest income on temporary holdings of short-term investments. Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon. Item 7A-Quantitative and Qualitative Disclosure About Market Risk The information called for by Item 7A is found in the fourth and fifth unnumbered paragraphs, as well as various tables following those paragraphs under the heading "Financial Position" in Part II, Item 7 of this report. 27 Item 8-Financial Statements Listed below are the financial statements included herein: OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES Page No. ------- Consolidated Balance Sheets ....................................... 29 & 30 Consolidated Statements of Income.................................. 31 Consolidated Statements of Comprehensive Income.................... 32 Consolidated Statements of Preferred Stock and Common Shareholders' Equity..................................... 33 Consolidated Statements of Cash Flows.............................. 34 Notes to Consolidated Financial Statements......................... 35 - 54 Report of Independent Auditors..................................... 55 28 Old Republic International Corporation and Subsidiaries Consolidated Balance Sheets ($ in Millions) - --------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 ------------- ------------- Assets Investments: Available for sale: Fixed maturity securities (at fair value) (cost: $5,463.9 and $2,989.4)............ $ 5,741.1 $ 3,172.4 Equity securities (at fair value) (cost: $439.2 and $520.3)......................... 513.5 513.5 Short-term investments (at fair value which approximates cost)...................... 403.9 253.8 Miscellaneous investments........................................................... 53.2 - ------------- ------------- Total........................................................................... 6,711.8 3,939.9 ------------- ------------- Held to maturity: Fixed maturity securities (at amortized cost) (fair value: $ - and $2,171.7)........ - 2,054.1 Miscellaneous investments........................................................... 8.5 57.4 ------------- ------------- Total........................................................................... 8.5 2,111.6 ------------- ------------- Total investments............................................................... 6,720.4 6,051.5 ------------- ------------- Other Assets: Cash................................................................................ 47.2 37.2 Securities and indebtedness of related parties...................................... 54.9 37.7 Accrued investment income........................................................... 81.5 79.4 Accounts and notes receivable....................................................... 509.5 474.6 Federal income tax recoverable: Current............................................. 15.9 1.0 Reinsurance balances and funds held................................................. 69.9 58.1 Reinsurance recoverable: Paid losses................................................ 55.9 28.9 Policy and claim reserves.................................. 1,667.8 1,500.3 Deferred policy acquisition costs................................................... 221.9 197.8 Sundry assets....................................................................... 267.0 248.5 ------------- ------------- 2,991.8 2,663.8 ------------- ------------- Total Assets.................................................................... $ 9,712.3 $ 8,715.4 ============= =============
See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 29 Old Republic International Corporation and Subsidiaries Consolidated Balance Sheets ($ in Millions) (Continued) - --------------------------------------------------------------------------------------------------------------------------------- December 31, ------------------------------------ 2003 2002 -------------- ------------- Liabilities, Preferred Stock, and Common Shareholders' Equity Liabilities: Future policy benefits.............................................................. $ 100.9 $ 103.4 Losses, claims and settlement expenses.............................................. 4,022.7 3,676.8 Unearned premiums................................................................... 814.8 709.3 Other policyholders' benefits and funds............................................. 71.3 62.3 -------------- ------------- Total policy liabilities and accruals........................................... 5,009.8 4,552.0 Commissions, expenses, fees and taxes............................................... 206.1 195.2 Reinsurance balances and funds...................................................... 147.8 133.4 Federal income tax: Deferred........................................................ 556.8 445.2 Debt................................................................................ 137.7 141.5 Sundry liabilities.................................................................. 100.2 91.9 Commitments and contingent liabilities.............................................. - - -------------- ------------- Total Liabilities............................................................... 6,158.6 5,559.5 -------------- ------------- Preferred Stock: Convertible preferred stock (*)..................................................... - - -------------- ------------- Common Shareholders' Equity: Common stock(*)..................................................................... 184.4 123.7 Additional paid-in capital.......................................................... 245.5 253.1 Retained earnings................................................................... 2,896.8 2,700.5 Accumulated other comprehensive income ............................................. 236.8 111.0 Treasury stock (at cost) (*)........................................................ (10.0) (32.6) -------------- ------------- Total Common Shareholders' Equity............................................... 3,553.6 3,155.8 -------------- ------------- Total Liabilities, Preferred Stock and Common Shareholders' Equity.............. $ 9,712.3 $ 8,715.4 ============== =============
- ---------- (*) At December 31, 2003 and 2002, there were 75,000,000 shares of $0.01 par value preferred stock authorized, of which 0 in 2003 and 8,700 in 2002 were convertible preferred shares issued and outstanding. As of the same dates, there were 500,000,000 shares of common stock, $1.00 par value, authorized, of which 184,471,698 in 2003 and 185,687,049 in 2002 were issued and outstanding. At December 31, 2003 and 2002, there were 100,000,000 shares of Class B Common Stock, $1.00 par value, authorized, of which no shares were issued. Common shares classified as treasury stock were 2,865,542 and 4,788,896 as of December 31, 2003 and 2002, respectively. See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 30 Old Republic International Corporation and Subsidiaries Consolidated Statements of Income ($ in Millions, Except Share Data) - --------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, ------------------------------------------------------------ 2003 2002 2001 ---------------- ---------------- ---------------- Revenues: Net premiums earned.......................................... $ 2,582.1 $ 2,135.4 $ 1,786.8 Title, escrow, and other fees................................ 353.9 288.5 242.6 ---------------- ---------------- ---------------- Total premiums and fees.................................. 2,936.0 2,423.9 2,029.5 Net investment income........................................ 279.2 272.6 274.7 Other income................................................. 51.2 45.8 39.4 ---------------- ---------------- ---------------- Total operating revenues................................. 3,266.5 2,742.4 2,343.7 Realized investment gains.................................... 19.3 13.9 29.7 ---------------- ---------------- ---------------- Total revenues........................................... 3,285.8 2,756.4 2,373.4 ---------------- ---------------- ---------------- Benefits, Losses and Expenses: Benefits, claims, and settlement expenses.................... 1,097.6 975.3 861.0 Dividends to policyholders................................... 15.1 (.4) (.4) Underwriting, acquisition, and insurance expenses............ 1,484.9 1,212.0 989.9 Interest and other charges................................... 7.9 8.5 18.9 ---------------- ---------------- ---------------- Total expenses........................................... 2,605.7 2,195.4 1,869.5 ---------------- ---------------- ---------------- Income before income taxes and items below................... 680.0 560.9 503.9 ---------------- ---------------- ---------------- Income Taxes: Currently payable.............................. 168.0 109.1 104.4 Deferred....................................... 51.9 58.5 55.2 ---------------- ---------------- ---------------- Total.......................................... 219.9 167.7 159.7 ---------------- ---------------- ---------------- Income before items below.................................... 460.0 393.2 344.2 Equity in earnings of unconsolidated subsidiaries and minority interests..................................... (.2) (.2) 2.7 ---------------- ---------------- ---------------- Net Income................................................... $ 459.8 $ 392.9 $ 346.9 ================ ================ ================ Net Income Per Share: Basic:................................................... $ 2.53 $ 2.17 $ 1.94 ================ ================ ================ Diluted:................................................. $ 2.51 $ 2.16 $ 1.92 ================ ================ ================ Average shares outstanding: Basic........................ 181,549,485 180,863,325 178,436,267 ================ ================ ================ Diluted...................... 183,302,935 182,323,316 180,491,859 ================ ================ ================ Dividends Per Common Share: Cash: Regular............................................ $ .446 $ .420 $ .393 Special............................................ .667 - - ---------------- ---------------- ---------------- Total.............................................. $ 1.113 $ .420 $ .393 ================ ================ ================ Stock.................................................... 50% -% -% ================ ================ ================
See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 31 Old Republic International Corporation and Subsidiaries Consolidated Statements of Comprehensive Income ($ in Millions) - --------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, ------------------------------------------------------------ 2003 2002 2001 ---------------- ---------------- ---------------- Net income as reported....................................... $ 459.8 $ 392.9 $ 346.9 ---------------- ---------------- ---------------- Other comprehensive income (loss): Foreign currency translation adjustment................... 13.9 .6 (2.4) ---------------- ---------------- ---------------- Unrealized gains on securities: Unrealized gains arising during period.................. 191.2 43.6 118.8 Less: elimination of pretax realized gains included in income as reported...................... 19.3 13.9 29.7 ---------------- ---------------- ---------------- Pretax unrealized gains on securities carried at market value............................. 171.9 29.6 89.1 Deferred income taxes .................................. 60.1 10.3 31.2 ---------------- ---------------- ---------------- Net unrealized gains on securities...................... 111.7 19.2 57.9 ---------------- ---------------- ---------------- Net adjustments.............................................. 125.7 19.9 55.4 ---------------- ---------------- ---------------- Comprehensive income......................................... $ 585.5 $ 412.9 $ 402.4 ================ ================ ================
See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 32 Old Republic International Corporation and Subsidiaries Consolidated Statements of Preferred Stock and Common Shareholders' Equity ($ in Millions) - --------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, ------------------------------------------------------ 2003 2002 2001 -------------- -------------- -------------- Convertible Preferred Stock: Balance, beginning of year.................................... $ - $ .3 $ .7 Converted into common stock................................ - (.2) (.4) -------------- -------------- -------------- Balance, end of year.......................................... $ - $ - $ .3 ============== ============== ============== Common Stock: Balance, beginning of year.................................... $ 123.7 $ 122.1 $ 121.4 Stock dividend............................................. 61.4 - - Dividend reinvestment plan................................. - - - Exercise of stock options.................................. .4 1.3 .6 Conversion of convertible preferred stock.................. - - - Acquisition of subsidiary.................................. - .1 - Treasury stock restored to unissued status................. (1.2) - - -------------- -------------- -------------- Balance, end of year.......................................... $ 184.4 $ 123.7 $ 122.1 ============== ============== ============== Additional Paid-in Capital: Balance, beginning of year.................................... $ 253.1 $ 219.8 $ 207.8 Dividend reinvestment plan................................. 1.5 .6 .6 Exercise of stock options.................................. 9.9 27.9 11.0 Stock option compensation.................................. 2.2 - - Conversion of convertible preferred stock.................. - .2 .3 Acquisition of subsidiary.................................. - 4.4 - Treasury stock restored to unissued status................. (21.4) - - -------------- -------------- -------------- Balance, end of year.......................................... $ 245.5 $ 253.1 $ 219.8 ============== ============== ============== Retained Earnings: Balance, beginning of year.................................... $ 2,700.5 $ 2,383.2 $ 2,106.4 Net income................................................. 459.8 392.9 346.9 Dividends on common stock: cash ........................... (201.9) (75.7) (70.0) stock........................... (61.4) - - Cash dividends on preferred stock.......................... - - - -------------- -------------- -------------- Balance, end of year.......................................... $ 2,896.8 $ 2,700.5 $ 2,383.2 ============== ============== ============== Accumulated Other Comprehensive Income: Balance, beginning of year.................................... $ 111.0 $ 91.1 $ 35.6 Foreign currency translation adjustments................... 13.9 .6 (2.4) Net unrealized gains on securities......................... 111.7 19.2 57.9 -------------- -------------- -------------- Balance, end of year.......................................... $ 236.8 $ 111.0 $ 91.1 ============== ============== ============== Treasury Stock: Balance, beginning of year.................................... $ (32.6) $ (32.6) $ (32.6) Acquired during the year................................... - - - Restored to unissued status................................ 22.6 - - -------------- -------------- -------------- Balance, end of year.......................................... $ (10.0) $ (32.6) $ (32.6) ============== ============== ==============
See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 33 Old Republic International Corporation and Subsidiaries Consolidated Statements of Cash Flows ($ in Millions) - --------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, ----------------------------------------------------- 2003 2002 2001 -------------- -------------- -------------- Cash flows from operating activities: Net income....................................................... $ 459.8 $ 392.9 $ 346.9 Adjustments to reconcile net income to net cash provided by operating activities: Deferred policy acquisition costs.............................. (21.6) (18.6) (32.8) Premiums and other receivables................................. (34.6) (54.4) (146.2) Unpaid claims and related items................................ 192.1 128.6 31.7 Future policy benefits and policyholders' funds................ 84.0 85.7 188.6 Income taxes................................................... 36.4 50.0 57.4 Reinsurance balances and funds................................. (24.9) 10.7 26.8 Accounts payable, accrued expenses and other................... 64.9 76.2 54.1 -------------- -------------- -------------- Total............................................................ 756.0 671.2 526.7 -------------- -------------- -------------- Cash flows from investing activities: Sales of fixed maturity securities: Available for sale: Maturities and early calls.................................... 703.4 258.1 240.8 Other......................................................... 298.3 195.9 59.9 Held to maturity: Maturities and early calls.................................... - 328.9 254.1 Other......................................................... - 1.0 2.9 Sales of equity securities....................................... 185.7 96.7 67.4 Sales of other investments....................................... 1.7 2.0 2.9 Sales of fixed assets for company use............................ 1.0 1.3 1.8 Cash and short-term investments of subsidiary acquired........... - 1.7 - Purchases of fixed maturity securities: Available for sale............................................. (1,428.9) (915.6) (629.4) Held to maturity............................................... - (279.1) (293.7) Purchases of equity securities................................... (119.0) (305.7) (146.8) Purchases of other investments................................... (4.0) (2.6) (3.7) Purchases of fixed assets for company use........................ (22.1) (16.3) (14.6) Other-net........................................................ 1.3 (3.5) (3.3) -------------- -------------- -------------- Total............................................................ (382.3) (637.1) (461.6) -------------- -------------- -------------- Cash flows from financing activities: Increase in term loans........................................... - - 30.0 Issuance of preferred and common shares.......................... 9.7 22.0 9.3 Repayments of term loans......................................... (1.0) (15.0) (109.0) Redemption of debentures and notes............................... (2.8) (2.8) (1.0) Dividends on common shares....................................... (201.9) (75.7) (70.0) Dividends on preferred shares.................................... - - - Other-net........................................................ (17.5) (7.9) 1.2 -------------- -------------- -------------- Total............................................................ (213.6) (79.5) (139.4) -------------- -------------- -------------- Increase (decrease) in cash and short-term investments............. 160.0 (45.5) (74.4) Cash and short-term investments, beginning of year............... 291.1 336.6 411.0 -------------- -------------- -------------- Cash and short-term investments, end of year..................... $ 451.2 $ 291.1 $ 336.6 ============== ============== ============== Supplemental cash flow information: Cash paid during the year for: Interest ......................... $ 8.7 $ 9.2 $ 13.0 ============== ============== ============== Income Taxes...................... $ 180.6 $ 109.4 $ 97.8 ============== ============== ==============
See accompanying Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- 34 Old Republic International Corporation and Subsidiaries Notes to Consolidated Financial Statements ($ in Millions, Except as Otherwise Indicated) - -------------------------------------------------------------------------------- Old Republic International Corporation is a Chicago-based insurance holding company with subsidiaries engaged in the general (property and liability), mortgage guaranty, title, and life (life and disability) insurance businesses. In this report, "Old Republic", "the Corporation", or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires. The aforementioned insurance segments are organized as the Old Republic General Insurance, Mortgage Guaranty, Title Insurance, and Life Insurance Groups, and references herein to such groups apply to the Company's subsidiaries engaged in the respective segments of business. See Note 6 for a discussion of the Company's business segments. Note 1-Summary of Significant Accounting Policies-The significant accounting policies employed by Old Republic International Corporation and its subsidiaries are set forth in the following summary. (a) Consolidation Practices-The consolidated financial statements include the accounts of the Corporation and those of its major insurance underwriting and service subsidiaries. Non-consolidated insurance marketing and service subsidiaries are insignificant and are reflected on the equity basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. (b) Accounting Principles-The Corporation's insurance underwriting subsidiaries maintain their records in conformity with accounting practices prescribed or permitted by state insurance regulatory authorities. In consolidating such subsidiaries, adjustments have been made to conform their accounts with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (c) Investments-The Company may classify its invested assets in terms of those assets relative to which it either (1) has the positive intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. As of December 31, 2003, the Company's invested assets were largely classified "available for sale." Effective January 1, 2003, the Company elected to reclassify its fixed maturity securities categorized as held to maturity to the available for sale classification. The securities involved are primarily utility and tax-exempt bonds that accounted for approximately 34 percent of Old Republic's investment portfolio. The decision was prompted by restrictive accounting rules affecting held to maturity investment securities. The necessarily mechanical application of these rules can inhibit the Corporation's ability to optimally manage its investments from a practical business point of view. As of January 1, 2003, the net impact of this reclassification on the Corporation's balance sheet was to increase the carrying value of invested assets by $117.5, deferred tax liabilities by $41.1, and shareholders' equity by $76.4, or approximately 42 cents per share. This change has no income statement impact, no effect on Old Republic's ability to hold individual securities to maturity as it may deem appropriate, and does not affect the Company's necessary long-term orientation in the management of its business. Going forward, Old Republic's shareholders' equity account could reflect somewhat greater period-to-period volatility as the entire bond, note and stock investment portfolio will now be marked to market on a quarterly basis. Nevertheless, the Company believes that its ability to hold securities until they mature or until such other time when they can be sold opportunistically are much more significant and meaningful factors than the balance sheet or income statement effect of changes in market values at any point in time. Fixed maturity securities classified as "held to maturity" are generally carried at amortized costs while fixed maturity securities classified as "available for sale" and other preferred and common stocks (equity securities) are included at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Fair values for fixed maturity securities and equity securities are based on quoted market prices or estimates using values obtained from independent pricing services as applicable. The Company reviews the status and market value changes of each of its investments on at least a quarterly basis during the year, and estimates of other than temporary impairments in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for other than temporary impairment, the Company, in addition to a security's market price history, considers the totality of such factors as the issuer's operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden market value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Accordingly, the recognition of losses from other-than-temporary value impairments is subject to a great deal of judgment as well as turns of events over which the Company can exercise little or no control. In the event the Company's estimate of other than temporary impairments is insufficient at any point in time, future periods' net income would be adversely affected by the recognition of additional realized or impairment losses, but its financial position would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been 35 recognized previously as unrealized losses. The Company recognized other than temporary impairments of investments in the amounts of $16.4, $19.0 and $6.7 for the years ended December 31, 2003, 2002 and 2001, respectively. The amortized cost and estimated fair values of fixed maturity securities are as follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ------------ ------------- ------------ ------------- Fixed Maturity Securities: December 31, 2003: Available for sale: U.S. & Canadian Governments.............. $ 956.3 $ 37.2 $ .1 $ 993.4 Tax-exempt............................... 1,215.1 62.6 .5 1,277.2 Utilities................................ 791.4 39.5 2.3 828.5 Corporate................................ 2,501.0 145.6 4.8 2,641.8 ------------ ------------- ------------ ------------- $ 5,463.9 $ 285.0 $ 7.8 $ 5,741.1 ============ ============= ============ ============= Fixed Maturity Securities: December 31, 2002: Held to maturity: Utilities................................ $ 754.4 $ 43.8 $ 2.4 $ 795.8 Tax-exempt............................... 1,299.7 76.1 - 1,375.9 ------------ ------------- ------------ ------------- $ 2,054.1 $ 120.0 $ 2.5 $ 2,171.7 ============ ============= ============ ============= Available for sale: U.S. & Canadian Governments.............. $ 929.1 $ 47.1 $ - $ 976.2 Corporate................................ 2,060.2 151.4 15.4 2,196.2 ------------ ------------- ------------ ------------- $ 2,989.4 $ 198.5 $ 15.5 $ 3,172.4 ============ ============= ============ =============
The amortized cost and estimated fair value at December 31, 2003, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Estimated Amortized Fair Cost Value --------------- -------------- Fixed Maturity Securities: Available for Sale: Due in one year or less.................................................... $ 599.2 $ 610.0 Due after one year through five years...................................... 2,733.4 2,888.3 Due after five years through ten years..................................... 2,057.9 2,159.5 Due after ten years........................................................ 73.4 83.2 --------------- -------------- $ 5,463.9 $ 5,741.1 =============== ==============
Bonds and other investments carried at $146.0 as of December 31, 2003 were on deposit with governmental authorities by the Corporation's insurance subsidiaries to comply with insurance laws. A summary of the Company's equity securities follows: Gross Gross Estimated Unrealized Unrealized Fair Cost Gains Losses Value -------------- ------------- ------------- -------------- Equity Securities: December 31, 2003: Common stocks.............................. $ 437.2 $ 98.1 $ 23.9 $ 511.4 Perpetual preferred stocks................. 1.9 .1 - 2.0 -------------- ------------- ------------- -------------- $ 439.2 $ 98.2 $ 23.9 $ 513.5 ============== ============= ============= ============== December 31, 2002: Common stocks.............................. $ 518.0 $ 63.0 $ 69.8 $ 511.2 Perpetual preferred stocks................. 2.2 - .1 2.2 -------------- ------------- ------------- -------------- $ 520.3 $ 63.1 $ 69.9 $ 513.5 ============== ============= ============= ==============
Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed maturity securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. Realized investment gains and losses, which are comprised of sales of securities and provisions or write-downs of securities, are reflected as revenues in the income statement and are determined on the basis of amortized value at date of sale for fixed maturity securities, and cost in regard to equity securities; such bases apply to the specific securities sold. Unrealized investment gains and losses, net of 36 any deferred income taxes, are recorded directly as a component of accumulated other comprehensive income. The following table reflects the Company's gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2003: 12 Months or Less Greater than 12 Months Total ------------------------- ------------------------- --------------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses ---------- ----------- ----------- ---------- ----------- ------------ Fixed Maturity Securities: U.S & Canadian Governments......... $ 14.9 $ .1 $ - $ - $ 14.9 $ .1 Tax-exempt......................... 48.9 .5 - - 48.9 .5 Corporates......................... 416.3 6.9 2.8 .2 419.1 7.2 ---------- ----------- ----------- ---------- ----------- ------------ 480.2 7.6 2.8 .2 483.0 7.8 Equity Securities.................... 36.5 2.2 100.5 21.6 137.1 23.9 ---------- ----------- ----------- ---------- ----------- ------------ Total................................ $ 516.7 $ 9.9 $ 103.4 $ 21.9 $ 620.1 $ 31.8 ========== =========== =========== ========== =========== ============
At December 31, 2003, the Corporation and its subsidiaries had no non-income producing fixed maturity securities except for U.S. Treasury Tax and Loss Bonds in the amount of $446.5 held as required by its mortgage insurance subsidiaries for the payment of deferred income taxes. The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the years shown: Years Ended December 31, -------------------------------------------------- 2003 2002 2001 -------------- -------------- -------------- Investment income from: Fixed maturity securities.................................... $ 256.4 $ 253.1 $ 251.3 Equity securities............................................ 14.6 12.4 7.9 Short-term investments....................................... 4.5 6.0 15.8 Other sources................................................ 6.8 5.2 6.1 -------------- -------------- -------------- Gross investment income................................... 282.5 276.9 281.3 Investment expenses (1)...................................... 3.2 4.2 6.5 -------------- -------------- -------------- Net investment income..................................... $ 279.2 $ 272.6 $ 274.7 ============== ============== ============== Realized gains (losses) on: Fixed maturity securities: Held to maturity.......................................... $ - $ (2.4) $ (2.2) -------------- -------------- -------------- Available for sale: Gains................................................... 9.0 4.0 3.1 Losses.................................................. (4.4) (2.7) (5.1) -------------- -------------- -------------- Net..................................................... 4.6 1.3 (1.9) -------------- -------------- -------------- Total..................................................... 4.6 (1.1) (4.1) Equity securities & other long-term investments.............. 14.6 15.0 33.9 -------------- -------------- -------------- Total..................................................... 19.3 13.9 29.7 Income taxes................................................. 6.7 4.8 13.5 -------------- -------------- -------------- Net realized gains........................................ $ 12.5 $ 9.0 $ 16.1 ============== ============== ============== Changes in unrealized investment gains (losses) on: Fixed maturity securities: Held to maturity (2)...................................... $ (117.5) $ 55.7 $ 33.6 ============== ============== ============== Available for sale........................................ $ 94.0 $ 109.1 $ 60.8 Less: Deferred income taxes ............................. 32.9 38.1 21.3 -------------- -------------- -------------- Net changes in unrealized investment gains ............... $ 61.1 $ 71.0 $ 39.5 ============== ============== ============== Equity securities & other long-term investments.............. $ 77.8 $ (79.4) $ 28.2 Less: Deferred income taxes (credits)........................ 27.2 (27.7) 9.9 -------------- -------------- -------------- Net changes in unrealized investment gains (losses)....... $ 50.6 $ (51.7) $ 18.3 ============== ============== ==============
- --------- (1) Investment expenses consist of personnel costs and investment management and custody service fees, and includes interest incurred on funds held of $.1, $.3 and $1.4 for the years ended December 31, 2003, 2002 and 2001, respectively. (2) Deferred income taxes do not apply since these securities are carried at amortized cost. During the first quarter of 2003, the Company reclassified its fixed maturity securities categorized as held to maturity to the available for sale classification, which resulted in recognizing the $117.5 of unrealized investment gains imbedded in such securities at December 31, 2002. 37 (d) Revenue Recognition -Pursuant to GAAP applicable to the insurance industry, revenues are associated with the related benefits, claims, and expenses by means of the provision for policy benefits, the deferral and subsequent amortization of applicable acquisition costs, and the recognition of incurred benefits, claims and operating expenses. Substantially all general insurance premiums are reflected in income on a pro-rata basis. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations. Nearly all of the Company's mortgage guaranty premiums stem from monthly installment policies. Accordingly, such premiums are fully earned in the month they are reported and received. With respect to minor numbers of annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies. Title premium and fee revenues stemming from the Company's direct operations represent approximately 40% of such consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 60% of consolidated title premium and fee revenues is produced by independent title agents and other service providers. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions. Ordinary life insurance premiums are recognized as revenues when due, whereas premiums for other coverages such as credit life, credit disability, and health insurance are recognized as income on a pro-rata, sum of the years' digits, or combination of such methods as are deemed most applicable in the circumstances. (e) Deferred Policy Acquisition Costs-The Corporation's insurance subsidiaries, other than title companies, defer certain costs which vary with and are primarily related to the production of business. Deferred costs consist principally of commissions, premium taxes, marketing, and policy issuance expenses. With respect to most coverages, deferred acquisition costs are amortized on the same basis as the related premiums are earned or, alternatively, over the periods during which premiums will be paid or underwriting and claim services performed. The following table summarizes deferred policy acquisition costs and related data for the years shown: Years Ended December 31, -------------------------------------------------- 2003 2002 2001 -------------- -------------- -------------- Deferred, beginning of year.................................... $ 197.8 $ 179.8 $ 148.1 -------------- -------------- -------------- Acquisition costs deferred: Commissions - net of reinsurance........................... 178.6 159.3 151.0 Premium taxes.............................................. 58.2 45.5 40.0 Salaries and other marketing expenses...................... 102.5 92.1 84.1 -------------- -------------- -------------- Sub-total.............................................. 339.3 297.0 275.1 Amortization charged to income................................. (315.2) (279.1) (243.3) -------------- -------------- -------------- Change for the year.................................... 24.0 17.9 31.8 -------------- -------------- -------------- Deferred, end of year.......................................... $ 221.9 $ 197.8 $ 179.8 ============== ============== ==============
(f) Future Policy Benefits/Unearned Premiums-General insurance and level term credit life insurance policy liabilities represent unearned premium reserves developed by application of monthly pro-rata factors to premiums in force. Disability/accident & health and decreasing term credit life insurance policy liabilities are calculated primarily on a sum-of-the-years-digits method. Mortgage guaranty unearned premium reserves are calculated primarily on a pro-rata basis. Ordinary life policy liabilities are determined on a level premium method and take into account mortality and withdrawal rates based principally on anticipated company experience; assumed interest rates range from 3.0% to 6.0%. At December 31, 2003 and 2002, the Life Insurance Group had $7,431.2 and $7,383.6, respectively, of net life insurance in force. Future policy benefits and unearned premiums, consisted of the following: December 31, --------------------------------------- 2003 2002 -------------- -------------- Future Policy Benefits: Life Insurance Group: Life insurance................................................. $ 70.9 $ 69.3 Disability/accident & health................................... 30.0 34.0 -------------- -------------- Total...................................................... $ 100.9 $ 103.4 ============== ============== Unearned Premium: General Insurance Group ....................................... $ 766.8 $ 666.4 Mortgage Guaranty Group........................................ 47.9 42.9 -------------- -------------- Total...................................................... $ 814.8 $ 709.3 ============== ==============
38 The Company has previously issued directly or assumed as a reinsurer certain insurance policies generally categorized as financial guarantees. All such business has been in run off mode for several years. The major types of guarantees pertain to state, municipal and other general or special revenue bonds. The types of risks involved include failure by the bond issuer to make timely payment of principal and interest. The degree of risk pertaining to these insurance products is largely dependent on the effects of general economic cycles and changes in the credit worthiness of issuers whose obligations have been guaranteed. Premiums received for financial guarantee policies are generally earned over the terms of the contract (which may range between 5 and 30 years) or on the basis of current exposure relative to maximum exposure in force. Since losses on financial guarantee insurance products cannot be predicted reliably, the Company's unearned premium reserves serve as the primary income recognition and loss reserving mechanism. When losses become known and determinable, they are paid or placed in reserve and the remaining directly-related unearned premiums are taken into income. No assurance can be given that unearned premiums will be greater or less than ultimate incurred losses on these policies. The following table reflects certain data pertaining to net insurance in force for the Company's financial guarantee business at the dates shown: Years Ended December 31, --------------------------------------- 2003 2002 -------------- -------------- Bond Insurance: Insurance in force................................................. $ 1,118.9 $ 1,405.8 Unearned Premiums.................................................. $ 6.0 $ 7.8 ============== ==============
With respect to mortgage guaranty insurance (net insurance in force of $112,882.4 and $112,916.4, at December 31, 2003 and 2002, respectively) the Company's reserving policies are set forth below in Note 1(g). (g) Losses, Claims and Settlement Expenses-The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent adjusters retained to handle individual claims, the effect of inflationary trends on future claim settlement costs, and ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, or changes in economic conditions. Consequently, the reserve-setting process relies on the judgments and opinions of a large number of persons, on the application and interpretation of historical precedent and trends, and on expectations as to future developments. At any point in time, the Company and the insurance industry are exposed to possibly higher than anticipated claim costs due to the aforementioned factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts. All reserves are necessarily based on estimates which are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of claims in future years, may offset, in whole or in part, developed claim redundancies or deficiencies for certain coverages such as workers' compensation, a portion of which are written under loss sensitive programs that provide for such adjustments. The Company believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have produced reasonable estimates of the ultimate net costs of claims incurred. However, no representation is made that ultimate net claim and related costs will not be greater or lower than previously established reserves. General Insurance Group reserves are established to provide for the ultimate expected cost of settling unpaid losses and claims reported at each balance sheet date. Such reserves are based on continually evolving assessments of the facts available to the Company during the settlement process which may stretch over long periods of time. Long-term disability-type workers' compensation reserves are discounted to present value based on interest rates ranging from 3.5% to 4.0%. Losses and claims incurred but not reported, as well as expenses required to settle losses and claims are established on the basis of various criteria, including historical cost experience and anticipated costs of servicing reinsured and other risks. Estimates of possible recoveries from salvage or subrogation rights are considered in the establishment of such reserves as applicable. Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a re-evaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since the final quarter of 2001 black lung claims filed or refiled pursuant to these anticipated and now final regulations have increased, though the 2003 volume of new claim reports abated. The vast majority of claims filed to date against Old Republic pertain to business underwritten through loss sensitive programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A much smaller portion pertains to business produced on a traditional risk transfer basis. The Company has established applicable reserves for claims as they have been reported and for claims not as yet reported on the basis of its historical experience and assumptions as to the effect of the revised regulations. Inasmuch as a variety of challenges are likely as the revised regulations are implemented in the actual claim settlement process, the 39 potential impact on reserves, gross and net of reinsurance or retrospective premium adjustments, resulting from such regulations cannot as yet be estimated with reasonable certainty. Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various asbestosis and environmental impairment ("A&E") claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies issued prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Corporation's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 and $2.0 and rarely exceeding $10.0. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the Corporation's retentions to $.5 or less as to each claim. At December 31, 2003, the Corporation's aggregate indemnity and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $91.0 gross, and $56.6 net of reinsurance. Based on average annual claims payments during the five most recent calendar years, such reserves represented 6.3 years (gross) and 9.8 years (net) of average annual claims payments. Old Republic's exposure to A&E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data inasmuch as such claims typically involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims for insurance industry members that has produced court decisions that have been inconsistent with regard to such questions as when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage. In recent times, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for environmental and asbestosis claims. As of December 31, 2003, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult or impossible. Accordingly, no representation can be made that the Corporation's reserves for such claims and related costs will not prove to be overstated or understated in the future. Mortgage guaranty loss and loss adjustment expense reserve estimates are based on reported insured mortgage loan defaults, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported as of each balance sheet date. In making all these estimates, such variables as trends in net claim severity, salvage and cure rates for mortgages at varying stages of default, and trends in employment levels and housing market activity are considered. Title insurance and related escrow service loss and loss adjustment expense reserves are established to cover the estimated settlement costs of known as well as claims incurred but not reported. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. Reserves for claims incurred but not reported are established concurrently with the recognition of premium and escrow service revenues based on past experience and an evaluation of such variables as changes and trends in the types of policies issued, and changes in real estate market and interest rate environments that can have a bearing on the emergence, number, and ultimate cost of claims. Life and health insurance claim reserves also take into account estimates of the costs of settling known as well as incurred but not reported claims. Such estimates are based on an assessment of the facts available during the settlement process and past experience as to the emergence and severity of unreported claims. 40 The following table shows an analysis of changes in aggregate reserves for the Company's losses, claims and settlement expenses for each of the years shown: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- ------------- ------------- Gross reserves at beginning of year................................ $ 3,676.8 $ 3,451.0 $ 3,389.5 Less: reinsurance losses recoverable .............................. 1,370.7 1,273.3 1,243.9 ------------- ------------- ------------- Net reserves at beginning of year ........................ 2,306.0 2,177.6 2,145.6 ------------- ------------- ------------- Incurred claims and claim adjustment expenses: Provisions for insured events of the current year................ 1,159.2 1,049.4 983.6 Change in provision for insured events of prior years............ (60.8) (76.5) (126.6) ------------- ------------- ------------- Total incurred claims and claim adjustment expenses....... 1,098.4 972.9 857.0 ------------- ------------- ------------- Payments: Claims and claim adjustment expenses attributable to insured events of the current year............................. 337.4 312.9 319.8 Claims and claim adjustment expenses attributable to insured events of prior years.................................. 566.9 531.5 505.0 ------------- ------------- ------------- Total payments............................................ 904.3 844.5 824.9 ------------- ------------- ------------- Amount of reserves for unpaid claims and claim adjustment expenses at the end of each year, net of reinsurance losses recoverable............................................... 2,500.1 2,306.0 2,177.6 Reinsurance losses recoverable..................................... 1,522.5 1,370.7 1,273.3 ------------- ------------- ------------- Gross reserves at end of year...................................... $ 4,022.7 $ 3,676.8 $ 3,451.0 ============= ============= =============
For the three most recent calendar years, the above table indicates, on line (5), that the one-year development of consolidated reserves at the beginning of each year produced average annual redundancies of about 4.0%. The Company believes that the factors most responsible, in varying and continually changing degrees, for such redundancies included greater than originally estimated salvage and subrogation recoveries, better than expected employment levels that can reduce the number of insured mortgage loans that actually default, greater than anticipated sales and rising prices of homes that can reduce claim costs upon the sale of foreclosed properties, higher levels of loan refinancing activity that can reduce the period of time over which a policy remains at risk, and lower than expected frequencies of claims incurred but not reported. The factors most responsible for producing varying offsetting levels of reserve deficiencies include the effect of reserve discounts applicable to workers' compensation claims, higher than expected severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted above in regard to black lung disease claims, greater than anticipated inflation rates applicable to repairs and the medical portion of claims in particular, and higher than expected claims incurred but not reported due to the slower emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or the A&E types of claims noted above. (h) Income Taxes-The Corporation and most of its subsidiaries file a consolidated tax return and provide for income taxes payable currently. Deferred income taxes included in the accompanying consolidated financial statements will not necessarily become payable/recoverable in the future. The Company uses the asset and liability method of calculating deferred income taxes. This method calls for the establishment of a deferred tax, calculated at currently enacted tax rates that are applied to the cumulative temporary differences between financial statement and tax bases of assets and liabilities. The provision for combined current and deferred income taxes reflected in the consolidated statements of income does not bear the usual relationship to operating income before taxes as the result of permanent and other differences between pretax income and taxable income determined under existing tax regulations. The more significant differences, their effect on the statutory income tax rate, and the resulting effective income tax rates are summarized below: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- -------------- ------------- Statutory tax rate................................................ 35.0% 35.0% 35.0% Tax rate increases (decreases): Tax-exempt interest ........................................ (2.3) (3.1) (3.5) Dividends received exclusion................................ (.5) (.4) (.3) Other items - net (*) ...................................... .1 (1.6) .5 ------------- -------------- ------------- Effective tax rate................................................ 32.3% 29.9% 31.7% ============= ============== =============
(*) Tax and related interest recoveries of $10.9 were recorded in the second quarter of 2002 as a result of the favorable resolution of tax issues dating back to the Company's 1987 tax return. This adjustment reduced the effective tax rate by approximately 1.9 percentage points. 41 The tax effects of temporary differences that give rise to significant portions of the Company's net deferred tax recoverable (payable) are as follows at the dates shown: December 31, ------------------------------------------------ 2003 2002 2001 ------------- -------------- ------------- Deferred Tax Assets: Future policy benefits....................................... $ 4.1 $ 4.8 $ 5.9 Losses, claims, and settlement expenses...................... 161.5 148.5 140.4 Other........................................................ 21.4 19.4 19.4 ------------- -------------- ------------- Total deferred tax assets................................ 187.1 172.8 165.9 ------------- -------------- ------------- Deferred Tax Liabilities: Unearned premium reserves.................................... 33.2 26.5 25.9 Deferred policy acquisition costs............................ 72.3 65.0 55.4 Mortgage guaranty insurers' contingency reserves............. 499.4 446.5 391.9 Fixed maturity securities adjusted to cost................... 8.2 9.5 8.9 Net unrealized investment gains.............................. 126.2 66.0 55.5 Title plants and records..................................... 4.4 4.4 4.4 ------------- -------------- ------------- Total deferred tax liabilities........................... 743.9 618.1 542.4 ------------- -------------- ------------- Net deferred tax liabilities............................. $ 556.8 $ 445.2 $ 376.5 ============= ============== =============
Pursuant to special provisions of the Internal Revenue Code pertaining to mortgage guaranty insurers, a contingency reserve (established in accordance with insurance regulations designed to protect policyholders against extraordinary volumes of claims) is deductible from gross income. The tax benefits obtained from such deductions must, however, be invested in a special type of non-interest bearing U.S. Treasury Tax and Loss Bonds which aggregated $446.5 at December 31, 2003. For Federal income tax purposes, the amounts deducted for the contingency reserve are taken into gross statutory taxable income (a) when the contingency reserve is permitted to be charged for losses under state law or regulation, (b) in the event operating losses are incurred, or (c) in any event upon the expiration of ten years. Life insurance companies domiciled in the United States and qualifying as life insurers for tax purposes are taxed under special provisions of the Internal Revenue Code. As a result of legislation, 1983 and prior years' tax deferred earnings (cumulatively $13.3 at December 31, 2003) credited to the former memorandum "policyholders' surplus account" will generally not be taxed unless they are subsequently distributed to shareholders. The Company does not presently anticipate any distribution or payment of taxes on such earnings in the future. During 2002, the Corporation and its subsidiaries settled tax years 1991-1995 with the Internal Revenue Service ("IRS") for a net immaterial amount which had no significant effect on the Corporation's financial condition or results of operations. The IRS is currently examining the 1998-2000 tax years. The Company does not believe that any potential adjustments will have a material impact on its financial position or results of operations. (i) Property and Equipment-Property and equipment is generally depreciated or amortized over the estimated useful lives of the assets, (2 to 27 years), substantially by the straight-line method. Expenditures for maintenance and repairs are charged to income as incurred, and expenditures for major renewals and additions are capitalized. (j) Title Plants and Records-Title plants and records are carried at original cost or appraised value at date of purchase. Such values represent the cost of producing or acquiring interests in title records and indexes and the appraised value of purchased subsidiaries' title records and indexes at dates of acquisition. The cost of maintaining, updating, and operating title records is charged to income as incurred. Title records and indexes are ordinarily not amortized unless events or circumstances indicate that the carrying amount of the capitalized costs may not be recoverable. (k) Goodwill-Through December 31, 2001, the costs of certain purchased subsidiaries in excess of related book values (goodwill) at date of acquisition had been amortized against operations principally over 40 years using the straight-line method. Amortization of goodwill amounted to $4.2 in 2001. Under Statement of Financial Accounting Standards No. 142 (FAS-142) "Goodwill and Other Intangible Assets", which took effect for fiscal years beginning after December 15, 2001, all goodwill resulting from business combinations will no longer be amortized against operations but must be tested periodically for possible impairment of its continued value. Such a test was performed early in 2003 and 2002 and did not result in impairment charges. At both December 31, 2003 and 2002, the Company's consolidated unamortized goodwill asset balance was $87.5. (l) Employee Benefit Plans- The Corporation has three pension plans covering a portion of its work force. The three plans are the Old Republic International Salaried Employees Restated Retirement Plan (the Old Republic Plan), the Bituminous Casualty Corporation Retirement Income Plan (the Bituminous Plan) and the Old Republic National Title Group Pension Plan (the Title Plan). The plans are defined benefit plans pursuant to which pension payments are based primarily on years of service and employee compensation near retirement. It is the Corporation's policy to fund the plans' costs as they accrue. Plan assets are comprised principally of bonds, common stocks and short-term investments. 42 The measurement dates used to determine pension measurements are December 31 for the Old Republic Plan and the Bituminous Plan and September 30 for the Title Plan. The changes in the projected benefit obligation, for the plan years ended relative to the above measurement dates, are as follows: 2003 2002 2001 ------------- -------------- ------------- Projected benefit obligation at beginning of year................ $ 161.6 $ 144.2 $ 127.7 ------------- -------------- ------------- Increases (decreases) during the year attributable to: Service cost.................................................. 5.8 4.9 4.3 Interest cost................................................. 11.0 10.2 9.5 Actuarial (gains) losses...................................... 26.4 9.8 6.7 Benefits paid................................................. (9.1) (7.7) (7.3) Plan merger................................................... - - 3.1 ------------- -------------- ------------- Net increase for year............................................ 34.2 17.3 16.5 ------------- -------------- ------------- Projected benefit obligation at end of year...................... $ 195.8 $ 161.6 $ 144.2 ============= ============== =============
The changes in the fair value of net assets available for plan benefits, for the plan years ended relative to the above measurement dates, are as follows: 2003 2002 2001 ------------- -------------- ------------- Fair value of net assets available for plan benefits at beginning of the year....................................... $ 156.6 $ 158.2 $ 143.8 ------------- -------------- ------------- Increases (decreases) during the year attributable to: Actual return on plan assets................................... 17.4 (1.2) 13.7 Sponsor contributions.......................................... 10.1 8.1 5.1 Benefits paid.................................................. (9.1) (7.7) (7.3) Administrative expenses........................................ (.1) (.3) (.1) Plan merger.................................................... - (.3) 3.1 ------------- -------------- ------------- Net increase (decrease) for year................................. 18.3 (1.6) 14.4 ------------- -------------- ------------- Fair value of net assets available for plan benefits at the end of the year......................................... $ 175.0 $ 156.6 $ 158.2 ============= ============== =============
A reconciliation of the funded status of the plans, for the plan years ended relative to the above measurement dates, is as follows: 2003 2002 ------------- ------------- Plan assets less than projected benefit obligations.............................. $ (20.8) $ (4.9) Prior service cost not yet recognized in net periodic pension cost.................................................................. .1 .2 Unrecognized net loss............................................................ 40.8 20.4 ------------- ------------- Pension asset recognized in the consolidated balance sheet....................... $ 20.1 $ 15.7 ============= =============
Amounts recognized in the statement of financial position, for the plan years ended relative to the above measurement dates, consist of: Pension Benefits ------------------------------ 2003 2002 ------------- ------------- Prepaid benefit cost............................................................. $ 31.4 $ 25.1 Accrued benefit cost............................................................. (11.3) (9.4) ------------- ------------- Net amount recognized............................................................ $ 20.1 $ 15.7 ============= =============
The Old Republic Plan and the Title Plan have accumulated benefit obligations in excess of plan assets, for the plan years ended relative to the above measurement dates, as follows: 2003 2002 ------------- ------------- Projected benefit obligation..................................................... $ 119.6 $ 97.5 Accumulated benefit obligation................................................... 105.0 87.2 Fair value of plan assets........................................................ 95.0 80.3
43 The weighted-average asset allocations of the Plans, for the plan years ended relative to the above measurement dates, are as follows: Plan Assets ------------------------------- Investment Policy Asset 2003 2002 Allocation % Range Target ------------- ------------- ------------------------------------- Equity securities: 30% to 70% Common shares of Company stock........... 1.2% 3.9% Other.................................... 44.2 42.1 Debt securities............................... 47.6 47.2 30% to 70% Other (including short-term and accrued interest and dividends)............. 7.0 6.8 1% to 20% ------------- ------------- Total............................... 100.0% 100.0% ============= =============
The Corporation's three plans adhere to the same investment policy under which the Corporation's general assets are managed. Asset/liability matching techniques, diversification, and high quality investments are stressed. Lower quality issuers and derivatives are avoided. Non-callable, U.S. government and investment grade corporate fixed income securities of intermediate maturities are purchased to meet the plans' obligations out to ten years. Purchases of value oriented equity securities exhibiting dividend growth characteristics are preferred investment vehicles to meet the longer term obligations of the plans. Some funds are employed for diversification purposes. Short-term securities are held to cover current plan obligations and anticipated expenses. Investment policy asset allocation range targets, listed above, are applicable to each plan, and allow for modest changes in investment strategy as financial market conditions warrant. The Old Republic Plan used 8.75% as the expected long-term rate of return for its 2003 and 2002 pension cost. The Plan selected this rate based on the time weighted yield of historical asset returns for the five year period beginning with 1995, without adjustment for expectations of future returns. The Bituminous and Title Plans used 8.25% as the expected long-term rate of return for their 2003 and 2002 pension cost. To develop the expected long-term rate of return on assets assumption, the Plans considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolios. The components of annual net periodic pension cost (credit) for the plans, for the plan years ended relative to the above measurement dates, consisted of the following: 2003 2002 2001 ------------- ------------- ------------- Service cost........................................................ $ 5.8 $ 4.9 $ 4.3 Interest cost....................................................... 11.0 10.2 9.5 Expected return on plan assets...................................... (14.1) (7.5) (13.2) Recognized (gain) loss.............................................. 2.9 (5.2) 1.4 ------------- ------------- ------------- Net cost............................................................ $ 5.7 $ 2.4 $ 2.2 ============= ============= =============
The projected benefit obligations for the plans were determined using the following weighted-average assumptions, for the plan years ended relative to the above measurement dates: 2003 2002 ------------- ------------- Settlement discount rates........................................................ 6.00% 7.00% Rates of compensation increase................................................... 3.38% 3.37% Long-term rates of return on plans' assets....................................... 8.37% 8.37%
The net periodic benefit cost for the Plans were determined using the following weighted-average assumptions, for the plan years ended relative to the above measurement dates: 2003 2002 ------------- ------------- Settlement discount rates........................................................ 6.61% 6.75% Rates of compensation increase................................................... 3.38% 3.37% Long-term rates of return on plans' assets....................................... 8.37% 8.37%
The accumulated benefit obligation for the Plans was $172.2 and $144.1 for the 2003 and 2002 plan years ended relative to the above measurement dates, respectively. The companies expect to contribute $.4 to their pension plans in calendar year 2004. Such contributions reflect amounts required by funding regulations or laws. There are no discretionary contributions anticipated nor are any non-cash contributions expected. 44 The Corporation has a number of profit sharing and other incentive compensation programs for the benefit of a substantial number of its employees. The costs related to such programs are summarized below: Years Ended December 31, ------------------------------------------------ 2003 2002 2001 ------------- ------------- ------------- Employees Savings and Stock Ownership Plan.......................... $ 5.3 $ 5.0 $ 4.7 Other profit sharing plans.......................................... 7.2 6.7 6.0 Deferred and incentive compensation................................. $ 31.2 $ 24.3 $ 15.0 ============= ============= =============
The Company sponsors an Employees Savings and Stock Ownership Plan (ESSOP) in which a majority of its employees participate. The ESSOP initially acquired its stock of the Company in 1987 and prior years. All such shares have been released over the years, and current Company contributions are directed to the open market purchase of its shares. Dividends on released shares are allocated to participants as earnings. The Company's annual contributions are based on a formula that takes growth in net income per share over consecutive five year periods into account. As of December 31, 2003, there were 9,711,635 Common Shares owned by the ESSOP all of which were released and allocated to employees' account balances. There are no repurchase obligations in existence. (m) Escrow Funds-Segregated cash deposit accounts and the offsetting liabilities for escrow deposits in connection with Title Insurance Group real estate transactions in the same amounts ($763.5 and $942.8 at December 31, 2003 and 2002, respectively) are not included as assets or liabilities in the accompanying consolidated balance sheets as the escrow funds are not available for regular operations. (n) Earnings Per Share-Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income available to common stockholders by the weighted-average number of common shares actually outstanding for the year. Diluted earnings per share are similarly calculated with the inclusion of common stock equivalents. The following tables provide a reconciliation of net income and number of shares used in basic and diluted earnings per share calculations. Years Ended December 31, ----------------------------------------------------- 2003 2002 2001 --------------- --------------- -------------- Numerator: Net Income ........................................... $ 459.8 $ 392.9 $ 346.9 Less: Preferred stock dividends....................... - - - --------------- --------------- -------------- Numerator for basic earnings per share - income available to common stockholders........... 459.8 392.9 346.9 Effect of dilutive securities: Convertible preferred stock dividends............. - - - --------------- --------------- -------------- Numerator for diluted earnings per share - income available to common stockholders after assumed conversions........................ $ 459.8 $ 392.9 $ 346.9 =============== =============== ============== Denominator: Denominator for basic earnings per share - weighted-average shares.......................... 181,549,485 180,863,325 178,436,267 Effect of dilutive securities: Stock options..................................... 1,749,219 1,444,856 1,988,122 Convertible preferred stock....................... 4,231 15,135 67,470 --------------- --------------- -------------- Dilutive potential common shares.................. 1,753,450 1,459,991 2,055,592 --------------- --------------- -------------- Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions.............................. 183,302,935 182,323,316 180,491,859 =============== =============== ============== Basic earnings per share (*).......................... $ 2.53 $ 2.17 $ 1.94 =============== =============== ============== Diluted earnings per share (*)........................ $ 2.51 $ 2.16 $ 1.92 =============== =============== ==============
- ---------- (*) All per share statistics have been restated to reflect all stock dividends or splits declared through December 31, 2003. (o) Cash Flows-For purposes of the Consolidated Statements of Cash Flows, the Company considers short-term investments, consisting of money market funds, certificates of deposit, and commercial paper with original maturities of less than 90 days to be cash equivalents. These securities are carried at cost which approximates fair value. 45 (p) Concentration of Credit Risk-Excluding U.S. government fixed maturity securities, the Company is not exposed to material concentration of credit risks as to any one issuer. (q) Stock Option Compensation-The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148 ("FAS 148") "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FAS No. 123" for periods starting after December 15, 2002. As of April 1, 2003, the Company adopted the requirements of FAS 148 utilizing the prospective method. Under this method, stock-based compensation expense is recognized for awards granted after the beginning of the fiscal year of adoption, as such awards become vested. For all other stock option awards outstanding, the Company continues to use the intrinsic value method permitted under existing accounting pronouncements. The following table shows a comparison of net income and related per share information as reported, and on a pro forma basis on the assumption that the estimated value of stock options was treated as compensation cost. In estimating the compensation cost of options, the fair value of options has been calculated using the Black-Scholes option pricing model. Expense recognition of stock options granted in 2003 reduced earnings by $1.4 or less than 1 cent per share. Years Ended December 31, -------------------------------------------------- 2003 2002 2001 -------------- -------------- -------------- Option pricing/weighted average assumptions: Risk-free interest rates...................................... 4.36% 5.41% 4.79% Dividend yield................................................ 3.12% 2.53% 2.82% Common stock market price volatility factors................................... .26 .27 .27 Expected option life.......................................... 10 years 10 years 10 years Comparative data: Net income: As reported................................................ $ 459.8 $ 392.9 $ 346.9 Add: Stock based compensation expense included in reported income, net of related tax effects......... 1.4 - - Deduct: Total stock-based employee compensation expenses determined under the fair value based method for all awards, net of related tax effects...... 4.6 3.0 1.8 -------------- -------------- -------------- Pro forma basis............................................ $ 456.5 $ 389.9 $ 345.1 ============== ============== ============== Basic earnings per share: As reported................................................ $ 2.53 $ 2.17 $ 1.94 Pro forma basis............................................ 2.51 2.16 1.93 Diluted earnings per share: As reported................................................ 2.51 2.16 1.92 Pro forma basis............................................ $ 2.49 $ 2.14 $ 1.91 ============== ============== ==============
A summary of the status of the Corporation's stock options as of December 31, 2003, 2002 and 2001, and changes in outstanding options during the years then ended follows: As of and for the Years Ended December 31, ---------------------------------------------------------------------------- 2003 2002 2001 ----------------------- ---------------------- ----------------------- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price ---------- --------- --------- --------- ---------- ---------- Outstanding at beginning of year ...... 7,193,060 $ 16.46 7,694,534 $ 13.73 6,935,250 $ 12.15 Granted................................ 1,851,000 17.96 1,706,400 21.07 1,722,000 17.97 Exercised.............................. 632,430 12.88 2,092,974 10.19 914,463 9.54 Forfeited and canceled ................ 37,153 18.47 114,900 16.77 48,253 16.83 ---------- --------- ---------- Outstanding at end of year............. 8,374,477 17.05 7,193,060 16.46 7,694,534 13.73 ========== ========= ========== Exercisable at end of year............. 3,780,166 $ 14.98 3,286,983 $ 13.76 4,305,795 $ 11.78 ========== ========= ========= ========= ========== ========== Weighted average fair value of options granted during the year (1) $ 4.76 per share $ 6.92 per share $ 5.41 per share ========== ========= ==========
(1) Based on the Black-Scholes option pricing model and the assumptions outlined in the table above. 46 A summary of stock options outstanding and exercisable at December 31, 2003 follows: Options Outstanding Options Exercisable -------------------------------------- ------------------------- Weighted - Average ------------------------ Weighted Year(s) Number Remaining Average Of Out- Contractual Exercise Number Exercise Ranges of Exercise Prices Grant Standing Life Price Exercisable Price -------------------------------- -------- ---------- ----------- --------- ----------- ---------- $ 7.22 to $ 7.89............ 1995 175,446 1.00 $ 7.24 172,802 $ 7.24 $ 9.83 to $ 11.89............ 1996-97 790,473 3.00 11.88 764,976 11.89 $ 19.36 to $ 19.39............ 1998 1,184,782 4.00 19.36 695,442 19.36 $ 11.71 to $ 13.00............ 1999 645,886 5.00 13.00 624,139 13.00 $ 8.00 to $ 9.04............ 2000 461,517 6.00 8.00 405,990 8.00 $ 17.95 to $ 18.91............ 2001 1,612,827 7.00 17.97 501,120 17.97 $ 21.07 to $ 21.07............ 2002 1,667,709 8.00 21.07 442,961 21.07 $ 17.96 to $ 17.96............ 2003 1,835,837 9.00 $ 17.96 172,736 $ 17.96 ---------- ========= ----------- ========== Total...................... 8,374,477 3,780,166 ========== ===========
The maximum number of options available for future issuance as of December 31, 2003, is 2,521,892. (r) Statement Presentation-Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to rounding. Necessary reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation. Note 2-Debt-Consolidated debt of Old Republic and its subsidiaries is summarized below: December 31, ------------------------------------------------------- 2003 2002 ------------------------- ------------------------- Carrying Fair Carrying Fair Amount Value Amount Value ---------- ----------- ----------- ----------- Commercial paper due within 180 days with an average yield of 1.23% and 1.48%, respectively....... $ 18.9 $ 18.9 $ 19.9 $ 19.9 Debentures maturing in 2007 at 7.0%...................... 114.9 128.7 114.9 124.2 Other miscellaneous debt................................. 3.7 3.7 6.6 6.6 ---------- ----------- ----------- ----------- Total Debt...................................... $ 137.7 $ 151.4 $ 141.5 $ 150.7 ========== =========== =========== ===========
The carrying amount of the Company's commercial paper borrowings approximates its fair value. The fair value of publicly traded debt is based on its quoted market price. Scheduled maturities of the above debt at December 31, 2003 are as follows: 2004: $19.5; 2005: $.7; 2006: $.2; 2007: $115.2; 2008: $.3; 2009 and after: $1.5. During 2003, 2002 and 2001, $8.8, $9.3 and $13.1, respectively, of interest expense on debt was charged to consolidated operations. 47 Note 3-Shareholders' Equity - All common and preferred share data herein has been retroactively adjusted as applicable for stock dividends or splits declared through December 31, 2003. (a) Preferred Stock-The following table shows certain information pertaining to the Corporation's preferred shares issued and outstanding: Convertible ------------- Preferred Stock Series: G(1) ------------- Annual cumulative dividend rate per share.............................................. $ (1) Conversion ratio of preferred into common shares ...................................... 1 for .95 Conversion right begins................................................................ Anytime Redemption and liquidation value per share............................................. (1) Redemption beginning in year........................................................... (1) Total redemption value (millions)...................................................... (1) Vote per share......................................................................... one Shares outstanding: December 31, 2002.................................................................... 8,700 December 31, 2003.................................................................... 0 =============
- ---------- (1) The Corporation has authorized up to 1,000,000 shares of Series G Convertible Preferred Stock for issuance pursuant to the Corporation's Stock Option Plan. Series G had been issued under the designation "G-2". As of December 31, 2003, all Series "G-2" have been converted into shares of common stock. In 2001, the Corporation created a new designation, "G-3", from which no shares have been issued as of December 31, 2003. Management believes this designation will be the source of possible future issuances of Series G stock. Except as otherwise stated, Series "G-2" and Series "G-3" are collectively referred to as Series "G". Each share of Series G pays a floating rate dividend based on the prime rate of interest. At December 31, 2003, the annual dividend rate for Series G-2 was $.27 per share. Each share of Series G is convertible at any time, after being held six months, into 0.95 shares of Common Stock (See Note 3(c)). Unless previously converted, Series G shares may be redeemed at the Corporation's sole option five years after their issuance. (b) Cash Dividend Restrictions-The payment of cash dividends by the Corporation is principally dependent upon the amount of its insurance subsidiaries' statutory policyholders' surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the Corporation is in turn generally restricted by law or subject to approval of the insurance regulatory authorities of the states in which they are domiciled. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders. Based on 2003 data, the maximum amount of dividends payable to the Corporation by its insurance and a small number of non-insurance company subsidiaries during 2004 without the prior approval of appropriate regulatory authorities is approximately $321.2. (c) Stock Option Plan-The Corporation has stock option plans for certain eligible key employees. The plan in effect since 1992 was amended in 2002 for grants made in 2002, prior to the plan's expiration, as to the granting of new shares in May, 2002. A new plan was adopted and approved by the shareholders in May, 2002 to cover grants in 2003 and after. The combination of options awarded at the date of grant and previously issued options still outstanding at such date, may not exceed 6% of the Old Republic common stock then issued and outstanding. The exercise price of options is equal to the market price of the Corporation's stock at the date of grant, and the term of the options is generally ten years from such date. Options granted in 2001 and prior years under the 1992 plan may be exercised to the extent of 10% of the number of options covered thereby on and after the date of grant, and cumulatively to the extent of an additional 10% on and after each of the first through ninth subsequent calendar years. Options granted in 2002 and 2003 may be exercised to the extent of 10% of the number of options covered thereby on and after the date of grant, and cumulatively to the extent of an additional 15%, 20%, 25% and 30% on and after the second through fifth calendar years, respectively. In the event the closing market price of Old Republic's common stock reaches a pre-established value ("the vesting acceleration price"), options granted in 2001 and prior years may be exercised cumulatively to the extent of 10% of the number of shares covered by the grant for each year of employment by the optionee. For grants in 2002 and 2003, optionees become vested on an accelerated basis to the extent of the greater of 10% of the options granted times the number of years of employment, or the sum of the optionee's already vested grant plus 50% of the remaining unvested grant. The option plans enable optionees to, alternatively, exercise their options into Series "G" Convertible Preferred Stock. The exercise of options into such Preferred Stock reduces by 5% the number of equivalent common shares which would otherwise be obtained from the exercise of options into common shares. (d) Common Stock-There were 500,000,000 shares of common stock authorized at December 31, 2003. At the same date, there were 100,000,000 shares of Class "B" common stock authorized, but none were issued or outstanding. Class "B" common shares have the same rights as common shares except for being entitled to 1/10th of a vote per share. In May 2003, the Company canceled 1,923,710 common shares previously reported as treasury stock and restored them to unissued status; this had no effect on total shareholders' equity or the financial position of the Company. 48 (e) Undistributed Earnings-At December 31, 2003, the equity of the Corporation in the undistributed earnings, determined in accordance with generally accepted accounting principles, and in the net unrealized investment gains (losses) of its subsidiaries amounted to $2,522.1 and $234.6, respectively. Dividends declared during 2003, 2002 and 2001, to the Corporation by its subsidiaries amounted to $174.6, $139.1 and $120.3, respectively. (f) Statutory Data-The policyholders' surplus and net income (loss), determined in accordance with statutory accounting practices, of the Corporation's insurance subsidiaries was as follows at the dates and for the periods shown: Policyholders' Surplus Net Income (Loss) -------------------------- ----------------------------------------- December 31, Years Ended December 31, -------------------------- ----------------------------------------- 2003 2002 2003 2002 2001 ----------- ----------- ----------- ----------- ----------- General Insurance Group................. $ 1,520.9 $ 1,318.7 $ 175.7 $ 113.2 $ 90.0 Mortgage Guaranty Group................. 227.2 216.6 233.9 219.7 235.2 Title Insurance Group................... 143.3 125.3 42.7 31.7 23.3 Life Insurance Group.................... $ 49.7 $ 46.3 $ (2.8) $ .9 $ 3.0 =========== =========== =========== =========== ===========
Note 4-Commitments and Contingent Liabilities: (a) Reinsurance and Retention Limits-In order to maintain premium production within their capacity and to limit maximum losses for which they might become liable under policies underwritten, Old Republic's insurance subsidiaries, as is the common practice in the insurance industry, cede all or a portion of their premiums and liabilities on certain classes of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium, contingent commission, and profit sharing arrangements for parts of its business in order to minimize losses for which it might become liable under insurance policies underwritten by it. To the extent that any reinsurance companies or retrospectively rated risks or producers might be unable to meet their obligations under existing reinsurance or retrospective insurance and agency agreements, Old Republic would be liable for the defaulted amounts. As deemed necessary, reinsurance ceded to other companies is secured by letters of credit, cash, and/or securities. Except as noted in the following paragraph, reinsurance protection on property and liability operations generally limits the net loss on most individual claims to a maximum of (in thousands): $1,000 for workers' compensation; $1,000 for commercial auto liability; $1,000 for general liability; $3,800 for executive protection (directors & officers and errors & omissions); $1,000 for aviation; and $500 for property coverages. Substantially all the mortgage guaranty insurance risk is retained, with the exposure on any one risk currently averaging approximately $22. Title insurance risk assumptions are limited to a maximum of $100,000 as to any one policy beginning in 2003, and for amounts of up to $25,000 in 2002 and prior years. The vast majority of title policies issued, however, carry exposures of $500 or less. The maximum amount of ordinary life insurance retained on any one life by the Life Insurance Group is $300. Due to worldwide reinsurance capacity and related cost constraints, effective January 1, 2002, the Corporation began retaining exposures for all, but most predominantly workers' compensation liability insurance coverages in excess of $40.0 that were previously assumed by unaffiliated reinsurers for up to $100.0. Effective January 1, 2003 reinsurance ceded limits were once again raised to the $100.0 level. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company in the event a catastrophe, such as caused by an earthquake, lead to the death or injury of a large number of employees concentrated in a single facility such as a high rise building. As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers such as the Company thereby became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of Treasury. The TRIA defines what constitutes an "act of terrorism" and establishes a formula based on primary insurers' premium volume to reimburse such insurers for 93% of any terrorism losses suffered between November 26, 2002 and December 31, 2003, 90% of any losses suffered in 2004 and 85% of any losses suffered in 2005. Further, pursuant to the TRIA, losses are capped for each year at $100.0 billion. The TRIA will sunset on December 31, 2005 if not extended or replaced by similar legislation. The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses. Under the TRIA, insurers must offer terrorism coverage with most commercial property and casualty insurance lines and are permitted to establish an additional premium charge for their share of such risks, but insureds may elect to reject the coverage. Insurers are permitted to reinsure that portion of the risk which they retain under the TRIA, but the reinsurance market has not yet responded with a widespread willingness to reinsure such risks. As of this date, coverage for acts of terrorism are excluded from substantially all the Corporation's reinsurance treaties, and are effectively retained by it subject to any recovery that would be collected under the TRIA. 49 Most of the reinsurance ceded by the Corporation's insurance subsidiaries in the ordinary course of business is placed on a quota share or excess of loss basis. Under quota share reinsurance, the companies remit an agreed-upon percentage of their premiums written to assuming companies and are reimbursed for a pro-rata share of claims and commissions incurred and for a ceding commission to cover expenses and costs for underwriting and claim services performed. Under excess of loss reinsurance agreements, the companies are generally reimbursed for losses exceeding contractually agreed-upon levels. Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and policy reserves. Such reinsurance balances as are recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds' high deductible retentions are substantially collateralized by letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Estimates of unrecoverable amounts are included in the Company's net claim and claim expense reserves since reinsurance, retrospective rating, and high deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries. Historically, the Company has not incurred material charges from the non-recoverability of such balances and credits. The following information relates to reinsurance and related data for the General Insurance, Mortgage Guaranty and Life Insurance Groups for the three years ended December 31, 2003. For the years 2001 to 2003, reinsurance transactions of the Title Insurance Group have not been material. Years Ended December 31, ---------------------------------------------------- 2003 2002 2001 -------------- -------------- -------------- General Insurance Group Written premiums: direct........................................ $ 1,936.4 $ 1,649.9 $ 1,377.3 assumed (1)................................... 36.4 24.6 37.4 ceded......................................... $ 512.5 $ 405.8 $ 336.2 ============== ============== ============== Earned premiums: direct........................................ $ 1,837.6 $ 1,550.9 $ 1,282.2 assumed (1)................................... 33.3 22.4 36.8 ceded......................................... $ 491.5 $ 389.2 $ 318.8 ============== ============== ============== Claims ceded.................................................... $ 348.2 $ 332.0 $ 281.5 ============== ============== ============== Mortgage Guaranty Group Written premiums: direct........................................ $ 473.2 $ 436.3 $ 390.8 assumed....................................... .3 1.2 1.6 ceded......................................... $ 67.5 $ 57.2 $ 38.4 ============== ============== ============== Earned premiums: direct........................................ $ 467.3 $ 432.4 $ 390.9 assumed....................................... 1.2 1.1 .7 ceded......................................... $ 67.7 $ 57.3 $ 38.4 ============== ============== ============== Claims ceded.................................................... $ .3 $ 1.1 $ 2.1 ============== ============== ============== Mortgage guaranty insurance in force as of December 31: direct........................................ $ 99,566.2 $ 97,786.3 $ 82,259.5 assumed....................................... 18,432.7 18,058.3 17,853.1 ceded......................................... $ 5,116.5 $ 2,928.3 $ 2,403.6 ============== ============== ============== Life Insurance Group Written premiums: direct........................................ $ 84.5 $ 73.5 $ 72.0 assumed....................................... - .5 - ceded (1)..................................... $ 35.3 $ 25.8 $ 25.5 ============== ============== ============== Earned premiums: direct........................................ $ 89.4 $ 79.8 $ 81.9 assumed....................................... - .5 - ceded (1)..................................... $ 37.9 $ 30.2 $ 31.3 ============== ============== ============== Claims ceded.................................................... $ 20.4 $ 21.5 $ 16.6 ============== ============== ============== Life insurance in force as of December 31: direct............... $ 14,502.1 $ 11,437.3 $ 11,575.8 assumed.............. - - - ceded................ $ 7,070.9 $ 4,053.6 $ 4,075.3 ============== ============== ==============
- ---------- (1) Various accident and health coverages written in the Life Insurance Group are ceded to the General Insurance Group. Such amounts are recorded as premiums ceded and premiums assumed in the respective segments of this table. 50 (b) Leases-Some of the Corporation's subsidiaries maintain their offices in leased premises. Certain of these leases provide for the payment of real estate taxes, insurance, and other operating expenses. Certain of the Corporation's subsidiaries also lease other equipment for use in their businesses. At December 31, 2003, aggregate minimum rental commitments (net of expected sub-lease receipts) under noncancellable operating leases of $128.6 are summarized as follows: 2004: $33.7; 2005: $25.1; 2006: $18.4; 2007: $14.6; 2008: $9.9; 2009 and after: $26.5. (c) General-In the normal course of business, the Corporation and its subsidiaries are subject to various contingent liabilities, including possible income tax assessments resulting from tax law interpretations or issues raised by taxing or regulatory authorities in their regular examinations, catastrophic claims occurrences not indemnified by reinsurers such as noted at 4(a) above, or failure to collect all amounts on its investments, or balances due from assureds and reinsurers. The Corporation does not have a basis for anticipating any significant losses or costs to result from any known or existing contingencies. (d) Legal Proceedings- Legal proceedings against the Company arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. Other legal proceedings are discussed below. The City and County of San Francisco and certain escrow customers of an underwritten title agency subsidiary headquartered in the State of California have filed lawsuits alleging that the subsidiary: 1) failed to escheat unclaimed escrow funds; 2) charged for services not necessarily provided; and 3) collected illegal interest payments or fees from banks on the basis of funds held for escrow customers. The subsidiary in turn conducted an internal review of its records and concluded that it had certain liabilities for part of the issues denoted at (1) and (2). The subsidiary defended against the alleged practice denoted at (3) on the grounds that such practices are common within the industry, are not in conflict with any laws or regulations, and other meritorious defenses. The consolidated lawsuits have been tried and a judgment rendered, affirming in part and denying in part the subsidiary's defenses. In the aggregate, the judgment, excluding post-judgment interest, amounts to approximately $33.0. The subsidiary has appealed the most significant portions of the judgment, and management believes the judgment will be substantially reduced on appeal. The subsidiary has continually evaluated its exposures since the litigation began and has paid or otherwise provided for its best estimate of litigation, related costs associated with all these issues, and accumulating interest on the aforementioned judgment in the amounts of $2.4, $3.4 and $6.8 in 2003, 2002 and 2001, respectively, and $52.4 for all years combined since 1998. In December 1999, a class action lawsuit was filed against the Company's principal mortgage guaranty insurance subsidiary in the Federal District Court for the Southern District of Georgia. The suit alleged that the subsidiary provided pool insurance and other services to mortgage lenders at preferential, below market prices in return for mortgage insurance business, and that the practices violated the Real Estate Settlement Procedures Act. Substantially identical lawsuits were also filed against all of the other mortgage guaranty insurers. The Company's subsidiary filed a summary judgment motion which the Court ruled on favorably, dismissing the lawsuit. The class plaintiffs appealed, and the U.S. Court of Appeals for the Eleventh Circuit vacated the judgment and remanded the case back to the District Court. The subsidiary again filed motions seeking summary judgment on grounds it had asserted earlier but which were not considered by the District Court and opposing certification of the class. On February 5, 2003, the District Court denied class certification. The plaintiffs petitioned the Court to reconsider its ruling or, alternatively, to certify sub-classes. In order to bring the matter to a conclusion and avoid the uncertainties and expenses of further litigation, the subsidiary entered into settlement negotiations with the plaintiffs and reached a settlement agreement calling for the payment of $10.0, including attorneys' fees. The Agreement received final approval at a hearing set for that purpose on October 24, 2003. Between 2000 and 2003, the Company paid or otherwise provided cumulatively $12.8, the majority of which was incurred in 2002 to cover legal defenses and other costs associated with this litigation, including the costs anticipated under the settlement. The full amount of the settlement was paid on December 23, 2003. 51 Note 5-Consolidated Quarterly Results-Unaudited - Old Republic's consolidated quarterly operating data for the two years ended December 31, 2003 is presented below. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of quarterly results have been reflected in the data which follows. It is also management's opinion, however, that quarterly operating data for insurance enterprises is not indicative of results to be achieved in succeeding quarters or years. The long-term nature of the insurance business, seasonal and cyclical factors affecting premium production, the fortuitous nature and at times delayed emergence of claims, and changes in yields on invested assets are some of the factors necessitating a review of operating results, changes in shareholders' equity, and cash flows for periods of several years to obtain a proper indicator of performance. The data below should be read in conjunction with the "Management Analysis of Financial Position and Results of Operations": 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter ------------- ------------- ------------- ------------- Year Ended December 31, 2003: Operating Summary: Net premiums, fees, and other income................ $ 676.3 $ 731.8 $ 792.6 $ 786.6 Net investment income and realized gains (losses)... 62.7 82.7 73.6 79.3 Total revenues...................................... 739.0 814.6 866.4 865.5 Benefits, claims, and expenses...................... 585.2 635.0 688.4 696.9 Net income ......................................... $ 104.3 $ 121.5 $ 119.9 $ 113.9 ============= ============= ============= ============= Net income per share: Basic......................... $ .57 $ .67 $ .66 $ .63 Diluted....................... $ .57 $ .66 $ .65 $ .62 ============= ============= ============= ============= Average shares outstanding: Basic............................................ 180,932,204 181,209,284 181,287,134 181,568,086 ============= ============= ============= ============= Diluted.......................................... 181,985,790 182,926,973 183,452,643 184,065,607 ============= ============= ============= =============
1st 2nd 3rd 4th Quarter Quarter Quarter Quarter ------------- ------------- ------------- ------------- Year Ended December 31, 2002: Operating Summary: Net premiums, fees, and other income................ $ 562.1 $ 585.6 $ 635.4 $ 686.2 Net investment income and realized gains (losses)... 76.7 72.1 65.6 71.9 Total revenues...................................... 639.0 657.9 701.0 758.3 Benefits, claims, and expenses...................... 498.9 516.1 559.3 621.0 Net income (a)...................................... $ 95.5 $ 107.5 $ 96.3 $ 93.5 ============= ============= ============= ============= Net income per share (a): Basic..................... $ .53 $ .60 $ .53 $ .52 Diluted................... $ .53 $ .59 $ .53 $ .51 ============= ============= ============= ============= Average shares outstanding: Basic............................................ 180,339,165 180,685,083 180,824,244 180,891,134 ============= ============= ============= ============= Diluted.......................................... 181,985,082 182,591,876 182,231,016 182,180,798 ============= ============= ============= =============
(a) Second quarter 2002 earnings benefited to the extent of $10.9, or 6 cents per share, from the resolution of various tax issues dating back to the Company's 1987 tax return. Note 6-Information About Segments of Business - The Corporation's business segments are organized as the General Insurance (property and liability insurance), Mortgage Guaranty, Title Insurance and Life Insurance Groups. Each of the Corporation's segments underwrites and services only those insurance coverages which may be written by it pursuant to state insurance regulations and corporate charter provisions. Segment results exclude realized investment gains or losses and impairments as these are aggregated in consolidated totals. The contributions of Old Republic's insurance industry segments to consolidated totals are shown in the following table. The Corporation does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals. The General Insurance Group provides property and liability insurance primarily to commercial clients. Old Republic does not have a meaningful participation in personal lines of insurance. Commercial automobile (principally trucking) insurance is the largest type of coverage underwritten by the General Insurance Group, accounting for approximately 33.7% of the Group's direct premiums written in 2003. The remaining premiums written by the General Insurance Group are derived largely from a wide variety of coverages, including workers' compensation, general liability, loan credit indemnity, general aviation, directors and officers indemnity, fidelity and surety indemnities, and home and auto warranties. Private mortgage insurance produced by the Mortgage Guaranty Group protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 52 20% of the home's purchase price. The Corporation insures only first mortgage loans, primarily on residential properties having one-to-four family dwelling units. The Mortgage Guaranty segment's ten largest customers were responsible for approximately 37.3%, 38.3% and 40.7% of traditional primary new insurance written in 2003, 2002 and 2001, respectively. The largest single customer accounted for 7.2% of traditional primary new insurance written in 2003 compared to 10.6% and 8.2% in 2002 and 2001, respectively. The title insurance business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policy insures against losses arising out of defects, loans and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. The Life Insurance Group markets and writes consumer credit life and disability insurance primarily through automobile dealers. It has also written various conventional life and disability/accident and health insurance coverages for many years, principally through banks, brokers, and other financial services institutions. Ordinary term life insurance is sold through independent agents and brokers for relatively large face amounts, in both the United States and Canada. The accounting policies of the segments parallel those described in the summary of significant accounting policies pertinent thereto. Segment Reporting - --------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, ---------------------------------------------------- 2003 2002 2001 --------------- --------------- -------------- General Insurance: Net premiums earned............................................... $ 1,379.5 $ 1,184.1 $ 1,000.2 Net investment income and other income (a)........................ 193.2 192.5 194.7 --------------- --------------- -------------- Total revenues before realized gains (losses).................. $ 1,572.7 $ 1,376.7 $ 1,195.0 =============== =============== ============== Income before taxes and realized investment gains (losses)........ $ 259.0 $ 182.1 $ 141.4 =============== =============== ============== Income tax expense (b)............................................ $ 75.1 $ 38.0 $ 34.7 =============== =============== ============== Segment assets - at year end...................................... $ 6,603.5 $ 5,876.5 $ 5,451.9 =============== =============== ============== Mortgage Guaranty: Net premiums earned............................................... $ 400.9 $ 376.2 $ 353.1 Net investment income and other income (a)........................ 97.7 90.8 82.8 --------------- --------------- -------------- Total revenues before realized gains (losses).................. $ 498.6 $ 467.1 $ 436.0 =============== =============== ============== Income before taxes and realized investment gains (losses)........ $ 276.4 $ 267.7 $ 261.9 =============== =============== ============== Income tax expense ............................................... $ 94.1 $ 90.6 $ 88.4 =============== =============== ============== Segment assets - at year end...................................... $ 2,080.1 $ 1,921.2 $ 1,731.6 =============== =============== ============== Title Insurance: Net premiums earned............................................... $ 749.9 $ 524.8 $ 382.7 Title, escrow and other fees...................................... 353.9 288.5 242.6 --------------- --------------- -------------- Sub-total....................................................... 1,103.8 813.4 625.3 Net investment income and other income (a)........................ 24.1 23.1 23.5 --------------- --------------- -------------- Total revenues before realized gains (losses).................. $ 1,128.0 $ 836.5 $ 648.9 =============== =============== ============== Income before taxes and realized investment gains (losses)........ $ 129.8 $ 97.8 $ 74.6 =============== ============== ============== Income tax expense ............................................... $ 43.1 $ 32.9 $ 26.9 =============== =============== ============== Segment assets - at year end...................................... $ 720.5 $ 619.9 $ 536.0 =============== =============== ============== Life Insurance: Net premiums earned............................................... $ 51.6 $ 50.1 $ 50.6 Net investment income and other income (a)........................ 6.7 6.9 7.7 --------------- --------------- -------------- Total revenues before realized gains (losses).................. $ 58.4 $ 57.0 $ 58.4 =============== =============== ============== Income before taxes and realized investment gains (losses)........ $ 4.3 $ 6.4 $ 4.9 =============== =============== ============== Income tax expense ............................................... $ 1.6 $ 2.5 $ 1.8 =============== =============== ============== Segment assets - at year end...................................... $ 244.6 $ 233.3 $ 236.3 =============== =============== ==============
53 Reconciliations of Segments to Consolidated - -------------------------------------------------------------------------------------------------------------------------------- Years Ended December 31, --------------------------------------------------- 2003 2002 2001 --------------- -------------- -------------- Consolidated Revenues: Total revenues of Company segments.............................. $ 3,257.9 $ 2,737.4 $ 2,338.5 Consolidated net realized investment gains...................... 19.3 13.9 29.7 Other revenues.................................................. 13.8 8.9 15.0 Elimination of intersegment revenues (c)........................ (5.2) (3.9) (9.8) --------------- -------------- -------------- Consolidated revenues........................................ $ 3,285.8 $ 2,756.4 $ 2,373.4 =============== ============== ============== Consolidated Income before taxes: Total income before taxes and realized investment gains (losses) of Company segments........................... $ 669.6 $ 554.1 $ 483.0 Consolidated net realized investment gains...................... 19.3 13.9 29.7 Other sources - net............................................. (8.8) (7.1) (8.8) --------------- -------------- -------------- Consolidated income before income taxes...................... $ 680.0 $ 560.9 $ 503.9 =============== ============== ============== Assets Total assets for Company segments............................... $ 9,648.9 $ 8,651.1 $ 7,956.0 Other assets.................................................... 134.0 164.7 64.9 Elimination of intersegment investments (c)..................... (70.6) (100.4) (100.7) --------------- -------------- -------------- Consolidated assets.......................................... $ 9,712.3 $ 8,715.4 $ 7,920.2 =============== ============== ==============
- ---------- In the above tables, net premiums earned on a GAAP basis differ slightly from statutory amounts due to certain differences in calculations of unearned premium reserves under each accounting method. (a) Including unallocated investment income derived from invested capital and surplus funds. (b) General Insurance tax expense was reduced by $10.9 in 2002 due to the final resolution of tax issues dating back to the Corporation's 1987 tax return. (c) Represents results of holding company parent, three minor subsidiaries, consolidation eliminating adjustments, and general corporate expenses, as applicable. 54 REPORT OF INDEPENDENT AUDITORS - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of Old Republic International Corporation Chicago, Illinois In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders' equity and cash flows present fairly, in all material respects, the financial position of Old Republic International Corporation and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. 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 audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 1c, the Company has reclassified its fixed maturity securities categorized as held to maturity to the available for sale classification effective January 1, 2003. /s/ PricewaterhouseCoopers LLP Chicago, Illinois March 10, 2004 55 Item 9-Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A-Controls and Procedures The Company's Principal Executive Officer and its Principal Financial Officer have concluded that the Company's disclosure controls and procedures are effective, based on their evaluation of these controls and procedures as of the end of the period covered by this report. No significant changes or corrective actions were made to these controls and procedures following their evaluation. PART III Item 10-Directors and Executive Officers of the Registrant Omitted pursuant to General Instruction G(3). The Company will file with the Commission prior to April 1, 2004 a definitive proxy statement pursuant to Regulation 14a in connection with its Annual Meeting of Shareholders to be held on May 28, 2004. A list of Directors appears on the "Signature" page of this report. Information about the Company's directors is contained in the Company's definitive proxy statement for the 2004 Annual Meeting of shareholders, which is incorporated by reference herein. Item 11-Executive Compensation Information with respect to this Item is incorporated herein by reference to the section entitled "Executive Compensation" in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 28, 2004, which will be on file with the Commission by April 1, 2004. Item 12-Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information with respect to this Item is incorporated herein by reference to the sections entitled "General Information" and "Principal Holders of Securities" in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 28, 2004, which will be on file with the Commission by April 1, 2004. Item 13-Certain Relationships and Related Transactions Information with respect to this Item is incorporated herein by reference to the section entitled "Principal Holders of Securities" in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 28, 2004, which will be on file with the Commission by April 1, 2004. Item 14-Principal Accountant Fees and Services Information with respect to this Item is incorporated herein by reference to the section entitled "Board Committees" in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 28, 2004, which will be on file with the Commission by April 1, 2004. Item 15-Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as a part of this report: 1. Financial statements: See Item 8, Index to Financial Statements. 2. Financial statement schedules will be filed on or before April 15, 2004 under cover of Form 10-K/A. 3. See exhibit index on page 59 of this report. (b) Reports on Form 8-K: 1. On January 29, 2004, the Company furnished a Current Report on Form 8-K to incorporate its earnings release dated January 29, 2004 announcing the results of its operations and its financial condition for the year ended December 31, 2003. 56 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized (Name, Title or Principal Capacity, and Date). (Registrant): Old Republic International Corporation By : /s/ A.C. Zucaro 3/11/04 -------------------------------------------------------------- A. C. Zucaro, Chairman of the Board, Date Chief Executive Officer, President and Director By : /s/ John S. Adams 3/11/04 -------------------------------------------------------------- John S. Adams, Senior Vice President Date and Chief Financial Officer 57 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date). /s/ Harrington Bischof /s/ Wilbur S. Legg - ----------------------------------- ----------------------------------- Harrington Bischof, Director* Wilbur S. Legg, Director* /s/ Anthony F. Colao /s/ John W. Popp - ----------------------------------- ----------------------------------- Anthony F. Colao, Director* John W. Popp, Director* /s/ Jimmy A. Dew /s/ William A. Simpson - ---------------------------------- ----------------------------------- Jimmy A. Dew, Director* William A. Simpson, Director* Sales Group Manager of Republic President of Republic Mortgage Mortgage Insurance Company Insurance Company /s/ John M. Dixon /s/ Arnold L. Steiner - ---------------------------------- ----------------------------------- John M. Dixon, Director* Arnold L. Steiner, Director* /s/ Kurt W. Kreyling /s/ Fredicka Taubitz - ---------------------------------- ----------------------------------- Kurt W. Kreyling, Director* Fredricka Taubitz, Director* /s/ Peter Lardner /s/ William G. White, Jr. - ---------------------------------- ----------------------------------- Peter Lardner, Director* William G. White, Jr., Director* * By/s/A. C. Zucaro Attorney-in-fact Date: March 10, 2004 58 EXHIBIT INDEX An index of exhibits required by item 601 of Regulation S-K follows: (3) Articles of incorporation and by-laws. (A) * Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Annual Report on Form 10-K for 2001). (B) * By-laws, as amended.(Exhibit 3.2 to Form S-3 Registration Statement No. 333-43311). (4) Instruments defining the rights of security holders, including indentures. (A) * Certificate of Designation with respect to Series A Junior Participating Preferred Stock. (Exhibit 4.1 to Form 8-K filed May 30, 1997). (B) * Certificate of Designation with respect to Series G-3 Convertible Preferred Stock. (Exhibit 4(C) to Registrant's Annual Report on Form 10-K for 2001). (C) * Amended and Restated Rights Agreement dated as of May 15, 1997 between Old Republic International Corporation and First Chicago Trust Company of New York. (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997). (D) * Agreement to furnish certain long term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) on Form 8 dated August 28, 1987). (E) * Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and Wilmington Trust Company, as Trustee. (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993). (F) * Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing the Indenture. (Exhibit 4.3 to Registrant's Form 8-A filed June 16, 1997). (G) * Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1997). (10) Material contracts. ** (A) * Amended and Restated Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2002). ** (B) * Amended and Restated 1992 Old Republic International Corporation Non-qualified Stock Option Plan. (Exhibit 10(B) to Registrant's Annual Report on Form 10-K for 2002). ** (C) * Amended and Restated 2002 Old Republic International Corporation Non-qualified Stock Option Plan. (Exhibit 10(C) to Registrant's Annual Report on Form 10-K for 2002). ** (D) * Amended and Restated Old Republic International Corporation Executives Excess Benefits Pension Plan. (Exhibit 10(E) to Registrant's Annual Report on Form 10-K for 1997). ** (E) * Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10 to Form S-3 Registration Statement No. 33-16836). ** (F) * Directors and officers liability and company reimbursement policy dated October 6, 1970. (Exhibit 12(A) to Form S-1 Registration Statement No. 2-41089). ** (G) * Bitco Key Employees Performance Recognition Plan. (Exhibit 10(H) to Registrant's Annual Report on Form 10-K 1997). ** (H) * RMIC Corporation/Republic Mortgage Insurance Company Amended and Restated Key Employees Performance Recognition Plan. (Exhibit 10(I) to Registrant's Annual Report on Form 10-K for 2000). ** (I) * RMIC Corporation/Republic Mortgage Insurance Company Executives Excess Benefits Pension Plan. (Exhibit 10(J) to Registrant's Annual Report on Form 10-K for 2000). ** (J) * Amended and Restated Old Republic Risk Management Key Employee Recognition Plan. (Exhibit 10(J) to Registrant's Annual Report on form 10-K for 2002). 59 (Exhibit Index, Continued) ** (K) Old Republic National Title Group Incentive Compensation Plan. (14) Code of Ethics for the Principal Executive Officer and Senior Financial Officer. (21) Subsidiaries of the registrant. (23) Consent of PricewaterhouseCoopers LLP. (24) Powers of attorney. (28) Consolidated Schedule P (To be filed by amendment). (31.1) Certification by A.C. Zucaro, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbannes-Oxley Act of 2002. (31.2) Certification by John S. Adams, Chief Financial Officer, pursuant to to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of of the Sarbannes-Oxley Act of 2002. (32.1) Certification by A.C. Zucaro, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002. (32.2) Certification by John S. Adams, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002. (99.1) Old Republic International Corporation Audit Committee Charter. (99.2) Old Republic International Corporation Nominating Committee Charter. (99.3) Old Republic International Corporation Compensation Committee Charter. (99.4) Code of Business Conduct and Ethics. (99.5) Corporate Governance Guidelines. - --------------- * Exhibit incorporated herein by reference. ** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. 60 EX-14 3 exhibit14.txt CODE OF ETHICS FOR CEO AND CFO Exhibit 14 OLD REPUBLIC INTERNATIONAL CORPORATION CODE OF ETHICS FOR THE PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS Old Republic International Corporation (the "Company") is committed to conducting its business in compliance with applicable laws and regulations and in accordance with high standards of business conduct. In managing its business, the Company is mindful of the public trust with which it is vested. The Company strives to maintain high standards of accuracy, completeness and disclosure in its financial dealings, records and reports. These standards are intended to protect and preserve the multiple interests of its insurance subsidiaries' policyholders and beneficiaries of their insurance policies, and the Company's stockholders, employees and other stakeholders. To these ends, it is the responsibility of the Company's Chief Executive Officer, Chief Financial Officer and principal accounting officer (the "Senior Financial Officers") to: 1. Act in good faith, in the Company's best interests and in accordance with the Company's Code of Conduct and the principles of this Code of Ethics. 2. Act with honesty and integrity and in an ethical manner, avoiding actual or apparent conflicts of interests in personal and professional relationships. 3. Provide full, fairly stated, timely and understandable financial information and disclosure in reports and documents that the Company files with, or submits to regulatory authorities and shareholders, in accordance with applicable rules and regulations. 4. Act responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be compromised. 5. Use good business judgment in ensuring that all financial transactions are processed and recorded in timely fashion with reasonable accuracy and documentation in the Company's books and records in adherence with sufficiently appropriate and necessary internal controls. 6. Respect and protect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage. 7. Promote ethical behavior among constituents in the work environment through appropriate communications and by setting a proper example. 8. Achieve responsible use of and control over all assets and resources employed or entrusted to him or her. 9. Comply with generally accepted accounting principles and, as necessary, regulatory accounting practices, rules, regulations and controls applicable to the Company's reports and related disclosures. 10. Sign only those documents that he or she believes to be accurate and truthful in all essential respects. 11. Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts. 12. Not knowingly be a party to any illegal activity or engage in acts that are discreditable to his or her profession or the Company. 13. Respect and contribute to legitimate and ethical objectives of the Company. 14. Not make, or tolerate any willfully false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications. 15. Report to the Company, through the Audit Committee any significant situation with respect to which this Code of Ethics, the Company's standards or laws are being violated. Those required to comply with this Code of Ethics understand that failure to comply with this Code of Ethics will not be tolerated by the Company and that deviations therefrom or violations thereof will result in serious consequences, which may include, but may not be limited to, serious reprimand, dismissal or other legal redress. The parties subject to this Code of Ethics will acknowledge in writing that they understand and will adhere to these requirements. -2- EX-10 4 exhibit10k.txt ORNTG INCENTIVE COMPENSATION PLAN Exhibit 10(K) Amended September 1999 Confidential Old Republic National Title Group Incentive Compensation Plan I. Plan Objectives A. Pay participants cash awards for continuous improvement of the Company's overall performance. B. Provide a competitive tool to use in recruiting and retaining skilled managers, key operating employees and key Corporate staff professionals. C. Motivate managers and key employees in all operating locations to work together as a team to: improve productivity, control expenses and consistently increase profitability. D. Provide recognition and reward to individuals who have demonstrated outstanding performance. II. Plan Participants A. Operations: Division Presidents, Region/Area managers, profit center managers and those key employees identified by their managers each year and approved by the Chief Executive Officer. B. Corporate Staff: President and Chief Executive Officer, Corporate Department Managers, key Corporate employees as designated by the Chief Executive Officer and other key Corporate employees as annually identified by their managers and approved by the Chief Executive Officer. Note: Employees covered under other ancillary commission or incentive plans are not eligible to participate in this Plan. III. Award Explanation A. Total Incentive Pool 1. The Total Incentive Pool is the combined Company incentive amount including the Operations Incentive Pool and the Discretionary Incentive Pool awards. The Total Incentive Pool available for annual distribution to participants will be computed as a percentage of the Company's overall improvement in operating income or loss compared to the base year, plus the base year allocation, subject to the Company attaining certain Return on Equity targets. Operating income or loss is defined as income or loss before investment income, real estate income and capital gains. 2. The 1991 operating loss and the 1991 incentive award level, adjusted for subsequent acquisitions, dispositions and reorganizations, will be the base year loss and the base year allocation, respectively. 3. The percentages of profit improvement used to determine the Total Incentive Pool are as follows: * 5% of the improvement over the base year until break-even is achieved. * After break-even is achieved, then the percentage of profit improvement is as follows: For Total Company ----------------- Operating Income From --------------------- 7.50%. . . . . . $0 to $1,250,000 8.75%. . . . . . $1,250,000 to $2,500,000 10.00%. . . . . . $2,500,000 to $3,750,000 12.50%. . . . . . $3,750,000 to $5,000,000 15.00%. . . . . . over $5,000,000 with no cap on the total pool * Profit reductions below the base year loss will reduce the base year allocation by 10% of the decrease. 4. The Total Incentive Pool, as calculated above, will be reduced, or eliminated, if the Return on Equity for the Old Republic National Title Group is less than the Return on Equity Target set for incentive programs by Old Republic International. This adjustment to the Total Incentive Pool shall be determined as follows: * If Return on Equity is less than 100% of the Return on Equity Target but greater than zero, then the Total Incentive Pool will equal the percentage of the target times the amount calculated in paragraphs 1-3 above. For example, if Return on Equity is 75% of the Return on Equity Target, then the Total Incentive Pool will equal 75% of the total from paragraphs 1-3. * If Return on Equity is less than or equal to zero, then the Total Incentive Pool for the year will be zero, regardless of the amount calculated in paragraphs 1-3 above. * If Return on Equity is greater than or equal to the Return on Equity Target, then the Total Incentive Pool will not be adjusted and will equal the amount calculated in paragraphs 1-3. Return on Equity is defined as Net Income, after taxes but excluding Capital Gains and Extraordinary Items, divided by Total Shareholders' Equity from the previous year end. The Return on Equity Target shall be calculated each year as two times the mean of the five year average post tax yield on ten year and thirty year U.S. Treasury Securities for the immediately preceding five year period. 5. The aggregate of the Operations Incentive Pools (See Section III. B.) can exceed the Total Incentive Pool. However, in the event that the incentive amounts earned and distributed to operations in any year exceed the Total Incentive Pool, then a portion of that shortfall will reduce amounts available for distribution in future years. Any unpaid balance carried forward from prior years shall be reduced first, with any remaining reduction carried forward as a charge against the subsequent years' total available incentive pool. The portion of any shortfall that will be treated as a reduction of future distributions is based on the Return on Equity achieved in relation to the Return on Equity Target as follows: * If Return on Equity is less than 100% of the Return on Equity Target but greater than zero, then the portion of the shortfall that shall reduce future distributions is equal to 100% minus the ratio of our actual Return on Equity to the Return on Equity Target. For example, if our Return on Equity is 8% and the target return on equity is 10%, then the ratio is 80%, and then 20% (100% - 80%) of the shortfall will reduce amounts available for distribution in future years. * If Return on Equity is less than or equal to zero, then the entire shortfall shall reduce amounts available for distribution in future years. * If Return on Equity is greater than or equal to the Return on Equity Target, then none of the shortfall shall reduce amounts available for distribution in future years. B. Operations Incentive Pool 1. Incentives will be awarded annually for designated operations at three levels: profit center, reporting group and Division President. 2. Profit Center - The profit center incentive pool will be equal to a predetermined percentage of income for the profit center and will be distributed to the profit center managers and their key employees. The manager's share will be determined by the Region/Area Manager (if applicable) and the Division President, subject to approval from the Chief Executive Officer. 3. Discretionary Group Award - Every reporting group will generate an additional award pool available for the group manager and staff, and to supplement certain profit center awards. A reporting group is defined as an operation or group of operations that reports to the Division President, and the award pool will be equal to a predetermined percentage of income for the group. Distribution will be discretionary and be determined by the Division President and the Chief Executive Officer. 4. Division President - The Division President incentive pool will be equal to a predetermined percentage of income for the entire division and will be distributed to the Division Presidents and their staff. The Division President share will be determined by the Chief Executive Officer. 5. Depending on overall Company results, with the approval of the Chief Executive Officer, Division Presidents, managers and key employees may also be eligible to receive an award from the Discretionary Incentive Pool (See Section III.C.). 6. The award percentages, group designations and income base to be used for each of the Operation incentive pools described above will be determined by the Chief Executive Officer. C. Discretionary Incentive Pool 1. The Discretionary Incentive Pool consists of the Total Incentive Pool available for annual distribution, (See Section III. A.) less the aggregate amounts of the incentives paid to Operations, (See Section III. B.). 2. This Discretionary Incentive Pool amount will be designated for distribution to Division Presidents, key Corporate employees and other operating employees, as approved by the Chief Executive Officer and the Compensation Committee. Any portion of this Discretionary Incentive Pool that is not distributed will be carried forward to subsequent years. IV. General Rules and Conditions A. The Plan year starts January 1 and ends December 31. B. The maximum award to any participant cannot exceed the participant's annual base salary unless approved by the Compensation Committee of the Board of Directors. C. Cash awards will be paid out no later than ten business days subsequent to approval by the Compensation Committee of the Board of Directors. (See IV.J.) D. Periodically, the Compensation Committee of Old Republic International Corporation awards blocks of stock options to various ORI profit centers. In the event blocks of stock options are awarded to Old Republic National Title Insurance Company in any year, the Chief Executive Officer, with approval of the Compensation Committee, may award stock options to key employees in lieu of cash as a portion of their incentive compensation award earned under this Plan. E. The Chief Executive Officer, with the approval of the Compensation Committee, can elect to pay out up to 50% of the Discretionary Incentive Pool earned in a year, even if a shortfall carry forward would reduce the award below that level. The remaining shortfall will continue to be carried forward. F. In case of voluntary termination, death, retirement, or disability, a participant or his estate may, upon recommendation of the Chief Executive Officer and approval of the Compensation Committee, receive an award prorated to the employee's term of employment. Otherwise, participants must be employed as of December 31 of a Plan year in order to receive an award under the Plan's payout provisions. Participants who terminate after December 31, for reasons other than fraud, embezzlement, or misconduct will receive their earned award at the time other participants are paid. G. During the Plan year, if a Plan Participant terminates and is replaced, the replacement may be entitled to all or a prorated share of the former participant's award, with the approval of the Chief Executive Officer. H. Participants who are transferred to another profit center of the Company will receive a prorated share of an award from the profit center in which the participant was employed. I. The Chief Executive Officer, at his discretion, may reduce amounts for annual distribution under circumstances that justify reduction, such as inadequate profit margin as well as problems with: monitoring agents, notes receivable, accounts receivable, major claims, accounting changes, recent management changes, performance issues, etc. J. All incentive awards are subject to approval by the Compensation Committee of the Board of Directors. V. Plan Not A Contract A. Plan Participants are employed at-will. This Plan is not an employment contract between the Plan Participant and the Company, nor is it a guarantee of permanent or continued employment. It can be changed at any time, with or without notice to the participant, by approval of the Compensation Committee and the Chief Executive Officer. EX-21 5 exhibit21.txt SUBSIDIARIES OF THE REGISTRANT Exhibit(21) ----------- Subsidiaries of the registrant (As of December 31, 2003) - -------------------------------------------------------- Percentage of Voting Securities Owned by State of Immediate Name Organization Parent - ---------------------------------------------------------------------- --------------- -------------- OLD REPUBLIC INTERNATIONAL CORPORATION Delaware --- - ---------------------------------------------------------------------- Old Republic General Insurance Group, Inc. Delaware 100% ------------------------------------------------------------------ Bitco Corporation Delaware 100% Bituminous Casualty Corporation Illinois 100% Bituminous Fire and Marine Insurance Corporation Illinois 100% Brummel Brothers, Inc. Illinois 100% Chicago Underwriting Group, Inc. Delaware 100% Employers General Insurance Group, Inc. Delaware 97% Employers General Insurance Company Texas 100% Employers National Risk Management Services, Inc. Texas 100% Employers Claims Adjustment Services, Inc. Texas 100% National General Agency, Inc. Texas 100% ORI Great West Holding, Inc. Delaware 100% Central Data Services, Inc. Delaware 100% Great West Casualty Company Nebraska 100% Great West Insurance Agencies, Inc. Delaware 100% International Business & Mercantile Insurance Managers, Inc. Delaware 100% International Business & Mercantile REassurance Company Illinois 100% Old Republic Home Protection Company, Inc. California 100% Old Republic Insurance Company Pennsylvania 100% Old Republic Insured Credit Services, Inc. Delaware 100% Old Republic Lloyds of Texas Texas 100% Old Republic Risk Management, Inc. Delaware 100% Old Republic Mercantile Insurance Company Wisconsin 100% Old Republic REassurance Ltd. Bermuda 100% Old Republic Security Holdings, Inc. Delaware 100% Old Republic Security Assurance Company Arizona 100% Old Republic Insured Automotive Services, Inc. Oklahoma 100% Old Republic Surety Group, Inc. Delaware 100% Old Republic Surety Company Wisconsin 100% Old Republic Union Insurance Company Illinois 100% Phoenix Aviation Managers, Inc. Delaware 100% Reliable Canadian Holdings, Ltd. Ontario(Canada) 100% D.I.S.C.C. Enterprise, Ltd. British Columbia(Canada) 100% Old Republic Canadian Holdings, Ltd. Ontario(Canada) 100% Reliable Life Insurance Company Ontario(Canada) 100% Old Republic Insurance Company of Canada Ontario(Canada) 100% Old Republic Mortgage Guaranty Group, Inc. Delaware 100% ------------------------------------------------------------------ Republic Mortgage Insurance Company North Carolina 100% Group Mortgage Reinsurance Company Vermont 100% Republic Mortgage Insurance Company of Florida Florida 100% Republic Mortgage Insurance Company of North Carolina North Carolina 100% RMIC Corporation North Carolina 100%
Exhibit(21) ----------- Subsidiaries of the registrant (As of December 31, 2003) - -------------------------------------------------------- Percentage of Voting Securities Owned by State of Immediate Name Organization Parent - ---------------------------------------------------------------------- --------------- -------------- Old Republic Title Insurance Group, Inc. Delaware 100% ------------------------------------------------------------------ Old Republic National Title Holding Company Delaware 100% American Guaranty Holding Corp. Oklahoma 100% American First Title & Trust Company Oklahoma 100% American Guaranty Title Insurance Company Oklahoma 100% Canadian Valley Abstract Company Oklahoma 100% Lenders Inspection Company Oklahoma 80% Asset Discovery, Inc. Massachusetts 100% Houston Title Company Texas 100% L.T. Service Corporaton New York 100% Lex Terrae, Ltd. New York 100% Lex Terrae National Title Services, Inc. New Jersey 100% Old Republic Central Title, Inc. Delaware 100% Old Republic Eastern Title, Inc. Delaware 100% Old Republic Exchange Facilitator Company California 100% Old Republic Title Company of Conroe Texas 58% Old Republic Title Company of Indiana Indiana 100% Old Republic Title Company of Kansas City, Inc. Missouri 100% Old Republic Title Company of St. Louis, Inc. Missouri 100% Old Republic Title Company of Tennessee Tennessee 100% Old Republic Title Company of Utah Utah 100% The Title Company of North Carolina, Inc. North Carolina 100% Old Republic National Title Insurance Company Minnesota 100% Mississippi Valley Title Insurance Company Mississippi 100% Old Republic General Title Insurance Corporation Ohio 100% Old Republic Title Holding Company, Inc. California 100% Old Republic Title and Escrow of Hawaii, Ltd. Hawaii 100% Old Republic Title Company California 100% Old Republic Title Company of Nevada Nevada 100% Old Republic Title Information Concepts California 100% Old Republic Title Insurance Agency, Inc. Arizona 100% Old Republic Title, Ltd. Delaware 100% Professional Realty Couriers, Inc. California 100% Old Republic Life Insurance Group, Inc. Delaware 100% ------------------------------------------------------------------ Old Republic Dealer Service Corporation Delaware 100% Old Republic Life Insurance Company Illinois 100% Old Republic Life Insurance Company of Arizona Arizona 100% Old Republic Life Reinsurance Group, Inc. Delaware 100% Home Owners Life Insurance Company Illinois 100% Old Republic Marketing, Inc. Illinois 100% ------------------------------------------------------------------ Owns minor non-consolidated subsidiaries & affiliates Various Various
Exhibit(21) ----------- Subsidiaries of the registrant (As of December 31, 2003) - -------------------------------------------------------- Percentage of Voting Securities Owned by State of Immediate Name Organization Parent - ---------------------------------------------------------------------- --------------- -------------- Old Republic Asset Management Illinois 100% ------------------------------------------------------------------ Old Republic Capital Corporation Delaware 100% ------------------------------------------------------------------ Old Republic United Asset Holdings, Inc. Pennsylvania 100% ------------------------------------------------------------------ American Business & Personal Insurance Mutual, Inc. Delaware * ------------------------------------------------------------------ Inter Capital Group, Inc. Delaware 100% Inter Capital Company of Chicago Delaware 100% Inter Capital Leasing and Finance Corporation Delaware 100% Inter Capital Realty Corporation Delaware 100% Inter West Assurance Company, Ltd. Bermuda 100% * Owned by its policyholders
EX-23 6 exhibit23.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 ---------- CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-43311) and on Form S-8 (Nos. 33-49646, 33-32439, 2-80883, 33-52069, 333-58248, 333-40536, 333-37210 and 333-104279) of Old Republic International Corporation of our report dated March 10, 2004 relating to the financial statements, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Chicago, Illinois March 11, 2004 EX-24 7 exhibit24.txt BOARD OF DIRECTORS' POWERS OF ATTORNEY Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Harrington Bischof -------------------------- Harrington Bischof WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Anthony F. Colao -------------------------- Anthony F. Colao WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Jimmy A. Dew -------------------------- Jimmy A. Dew WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ John M. Dixon -------------------------- John M. Dixon WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Kurt W. Kreyling -------------------------- Kurt W. Kreyling WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Peter Lardner -------------------------- Peter Lardner WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Wilbur S. Legg -------------------------- Wilbur S. Legg WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ John W. Popp -------------------------- John W. Popp WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ William A. Simpson -------------------------- William A. Simpson WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ Arnold L. Steiner -------------------------- Arnold L. Steiner WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as his true and lawful attorney, for him, and in his name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 10th day of March, 2004. /s/ William G. White, Jr. -------------------------- William G. White, Jr. WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- Exhibit (24) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the Board of Directors of Old Republic International Corporation, a corporation duly organized under the laws of the State of Delaware and having its principal place of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C. Zucaro, President of the said corporation, as her true and lawful attorney, for her, and in her name, place, and stead to execute, sign, acknowledge, confirm or ratify all documents, papers, forms, statements, certificates and filings of any kind whatsoever required to be filed by the said corporation with the Securities and Exchange Commission, giving and granting to said attorney full power and authority to do and perform all and every act whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as she might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be done by virtue hereof. The power of attorney aforesaid shall expire as of the anniversary of the date shown below. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 10th day of March, 2004. /s/ Fredricka Taubitz -------------------------- Fredricka Taubitz WITNESS: /s/ Spencer LeRoy, III - ----------------------- /s/ John S. Adams - ----------------------- EX-31 8 exhibit311.txt SECTION 302 CERTIFICATION OF CEO Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certifications CERTIFICATIONS -------------- I, Aldo C. Zucaro, certify that: 1. I have reviewed this annual report on Form 10-K of Old Republic International Corporation ("the registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Paragraph omitted pursuant to SEC Release Nos. 33-8392 and 34-49313]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 11, 2004 /s/ A.C. Zucaro --------------------------------------- A. C. Zucaro, Chairman and Chief Executive Officer -2- EX-31 9 exhibit312.txt SECTION 302 CERTIFICATION OF CFO Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certifications CERTIFICATIONS -------------- I, John S. Adams, certify that: 1. I have reviewed this annual report on Form 10-K of Old Republic International Corporation ("the registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)[Paragraph omitted pursuant to SEC Release Nos. 33-8392 and 34-49313]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 11, 2004 /s/ John S. Adams --------------------------------------- John S. Adams, Senior Vice President and Chief Financial Officer EX-32 10 exhibit321.txt SECTION 906 CERTIFICATION OF CEO Exhibit 32.1 Section 1350 Certifications CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Aldo C. Zucaro, the Chief Executive Officer of Old Republic International Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2003 (the "Report")fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and (2) the information contained in the Report fairly presents the financial condition and results of operations of the Company. Dated: March 11, 2004 /s/ A.C. Zucaro ---------------------------- Aldo C. Zucaro Chairman and Chief Executive Officer EX-32 11 exhibit322.txt SECTION 906 CERTIFICATION OF CFO Exhibit 32.2 Section 1350 Certifications CERTIFICATION OF PERIODIC REPORT -------------------------------- I, John S. Adams, the Chief Financial Officer of Old Republic International Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents the financial condition and results of operations of the Company. Dated: March 11, 2004 /s/ John S. Adams ------------------------- John S. Adams Chief Financial Officer EX-99 12 exhibit991.txt ORI AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER COMMITTEE'S PURPOSE The Audit Committee is appointed by the Board of Directors of Old Republic International Corporation (the "Corporation"): (A) to assist the Board in monitoring (1) the integrity of the financial statements of the Corporation, (2) the Corporation's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4) the performance of the Corporation's internal audit function and independent auditors; and (B) to prepare the report required by the rules of the Securities and Exchange Commission (the "Commission") to be included in the Corporation's annual proxy statement. COMMITTEE MEMBERSHIP The Audit Committee shall consist of not less than three members of the Board, one of whom shall be designated as the chairperson, appointed by the Board upon the recommendation of the Board's Nominating Committee. Each appointed member must meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission, and at least one member must be an "audit committee financial expert" as defined by the Commission. No Director shall be eligible for appointment to the Audit Committee if he or she serves on the audit committees of more than two other publicly held companies. COMMITTEE MEETINGS The Audit Committee shall meet as often as it determines, but not less frequently than once every fiscal quarter. The Audit Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Corporation or the Corporation's outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. A majority of the Audit Committee members present in person or by conference telephone or other conferencing equipment shall constitute a quorum. The Audit Committee may form subcommittees consisting of one or more members for any purpose it deems appropriate and may delegate to such subcommittee(s) such power and authority as the Audit Committee deems appropriate, other than power or authority which the Audit Committee is required by law or regulation or listing standard to exercise as a whole. DUTIES AND RESPONSIBILITIES The Audit Committee shall have the sole authority to appoint, retain, compensate, evaluate and terminate the Corporation's independent auditors. The Audit Committee shall approve all audit engagement fees and terms, shall discuss with the independent auditor the planning and staffing of the annual audit, and shall approve all non-audit engagements that may be performed by the independent auditors. The independent auditors shall report directly to the Audit Committee, and the Audit Committee shall be directly responsible for the oversight of the independent auditors, including resolution of disagreements between management and the independent auditors. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditors and to any advisors employed by the Audit Committee. The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee's own performance. The Audit Committee, to the extent it deems necessary or appropriate, shall: As to Financial Statement and Disclosure Matters: - ------------------------------------------------ 1. Review and discuss with management and the independent auditor the annual audited financial statements, including footnotes and disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Corporation's Form 10-K. 2. Review and discuss with management and the independent auditor the Corporation's quarterly financial statements prior to the filing of its Form 10-Q. -2- 3. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any changes in the Corporation's selection or application of accounting principles, any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies. 4. Review and discuss with the independent auditors: (a) All critical accounting policies and practices that are used. (b) Any major recommended alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the possible use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor. (c) Other material written communications between the independent auditor and management such as any management letter or schedule of unadjusted differences. 5. Expect the Chief Executive Officer and/or the Chief Financial Officer to discuss with the Audit Committee or its Chairman any change in accounting policies, material charges or credits, and departures in disclosures or presentation in the Corporation's quarterly earnings release prior to the issuance of any release so affected. 6. Discuss with management and the independent auditor the effect of regulatory and accounting initiatives and any off-balance sheet structures on the Corporation's financial statements. 7. Discuss periodically with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation's risk assessment and risk management policies. -3- 8. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. 9. Review disclosures made to the Audit Committee by the Corporation's CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporation's internal controls. As to Oversight of the Corporation's Relationship with the - ---------------------------------------------------------- Independent Auditor: - ------------------- 10. Review and evaluate the lead partner of the independent auditor team. 11. At least annually, evaluate the independent auditor's qualifications, performance and independence. In making its evaluation, the Committee shall take into account the opinions of management of the Corporation and the Corporation's internal auditors. The Committee shall further ensure the rotation of the lead audit partner at least every five years. The Committee shall decide as to whether the Corporation is obtaining high quality audits and whether rotation of the independent auditing firm would be appropriate. 12. Recommend to the Board policies for the Corporation's hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Corporation. As to Oversight of the Corporation's Internal Audit Function: - ------------------------------------------------------------ 13. Review the appointment and replacement of the senior internal auditing executive. 14. Review the significant reports to management prepared by the internal auditing department and management's responses. -4- 15. Discuss with the independent auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit, taking costs and benefits into account. As to Compliance Oversight Responsibilities: - ------------------------------------------- 16. Obtain reports from management, the Corporation's senior internal auditing executive and the independent auditor that the Corporation and its subsidiaries are in compliance with applicable legal and regulatory requirements. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Corporation's policies and procedures regarding compliance. 17. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting and financial reporting matters, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding material accounting or auditing matters. 18. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation's accounting policies, internal controls and financial statements. 19. Discuss with the Corporation's General Counsel legal matters that may have a material impact on the financial statements or the Company's compliance policies. LIMITATION OF AUDIT COMMITTEE'S ROLE While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. -5- EX-99 13 exhibit992.txt ORI NOMINATING COMMITTEE CHARTER Exhibit 99.2 Old Republic International Corporation Nominating Committee Charter A. Name There shall be a committee of the Board of Directors of Old Republic International Corporation (the "Company") which shall be called the Nominating Committee. B. Purpose The Nominating Committee shall (1) identify individuals qualified to become Board members, and recommend that the Board select the director nominees for the next annual meeting of shareholders; and (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company. C. Committee Membership and Procedure The Nominating Committee shall consist of no fewer than three members. Each member of the Nominating Committee shall satisfy the requisite independence requirements. The Board shall appoint the members of the Nominating Committee, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The Chairman of the Compensation Committee shall be a member of the Nominating Committee and the Chairman of the Nominating Committee shall be a member of the Board's Compensation Committee. The members of the Nominating Committee shall serve until their successors are appointed and qualify, and shall designate the Chairman of the Nominating Committee. The Board shall have the power at any time to change the membership of the Nominating Committee and to fill vacancies in it, subject to such new member(s) satisfying the requisite independence requirements. Except as expressly provided in this Charter, the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Nominating Committee shall fix its own rules of procedure. D. Committee Authority and Responsibilities o The Nominating Committee shall be responsible for the long range planning for the staffing of future Boards and shall develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines. o The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. o The Nominating Committee shall review annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and make recommendations to the Board, as appropriate. o The Nominating Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval. o The Nominating Committee shall make regular reports to the Board. o The Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating Committee shall annually review its own performance. o The Nominating Committee shall develop and recommend to the Board a Code of Business Conduct and Ethics, and shall consider any requests for waivers from the Company's Code of Business Conduct Ethics. The Company shall make disclosure of such waivers to both the New York Stock Exchange and the Securities and Exchange Commission. o The Nominating Committee shall serve in an advisory capacity to the Board and Chairman of the Board on matters of organizational and governance structure of the Company and the conduct of the Board. o The Nominating Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year. -2- EX-99 14 exhibit993.txt ORI COMPENSATION COMMITTEE CHARTER Exhibit 99.3 COMPENSATION COMMITTEE CHARTER The Compensation Committee (the Committee) shall consist of not less than three, and not more than six independent, non-management directors. Members shall be appointed by the Company's Board of directors (the Board) upon the recommendation of the Company's Nominating Committee and may be removed singly or in multiples by a majority vote of the non-management directors. The Chair of the Nominating Committee shall be ex officio a member of the Compensation Committee, and the Chair of the Compensation Committee shall be ex officio a member of the Nominating Committee. The Committee shall carry out the Board's overall responsibility relating to compensation of senior executives of the Company and its subsidiaries and determine the overall compensation policies for all Company employees. The Committee shall have the following authority: 1. To evaluate at least annually the chief executive officer's performance in light of the Company's goals and objectives under the business conditions prevailing during the year, and based on this evaluation and relevant competition in the market to set the chief executive officer's compensation, including annual salary, bonus, incentive and equity compensation; Page 1 2. To review and approve annually the evaluation and compensation structure of the senior executive officers of the Company and its subsidiaries. In doing so the Committee shall evaluate the performance and fix the annual compensation, including salary, bonus, incentive and equity compensation, of such officers; 3. To review and advise management on general levels of compensation, including annual salary, bonus, incentive and equity compensation, of other employees of the Company and its subsidiaries, and the policies used in establishing them; 4. To review the Company's pension, incentive compensation, and stock option plans and to recommend needed or desirable changes in such plans to the Board, and when necessary to the Company's shareholders. In administering such plans, the Committee shall exercise all the authority of the Board; 5. To prepare and publish an annual executive compensation report in the Company's proxy statement; and Page 2 6. To take any action necessary and proper to enable it to perform the above functions, including without limiting this authority, to obtain information from outside sources and to employ consultants and counsel with expert knowledge in these areas. The Committee's retention of consultants and the fees of such consultants shall be submitted for approval by the Board. The Committee shall report its actions and recommendations to the Board after each committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee and its members. Once each year, the Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for its approval. Page 3 EX-99 15 exhibit994.txt CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 99.4 OLD REPUBLIC INTERNATIONAL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics addresses a wide range of business practice issues. It does not attempt to address every issue that might arise but merely to state certain basic principles. This Code applies to the employees, officers and directors of Old Republic International Corporation and each of its subsidiaries (jointly, the "Company"). The Company expects all employees, officers and directors to conduct themselves according to the basic principles in this Code. Violations of the standards in this Code will be subject to appropriate disciplinary action. 1. Complying with Law All employees, officers and directors should respect and comply with all applicable laws, rules and regulations of the U.S. and other countries, and the states, counties, cities, provinces and other jurisdictions, in which the Company conducts business. The Company does not expect everyone to know all the details of these laws, rules and regulations, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. Certain laws or legal principles are particularly important. Among them are the prohibitions against "insider trading" applicable to the Company and its employees, officers and directors. Generally, employees, officers and directors who have access to or knowledge of confidential or non-public information from or about the Company (or any other company) are not permitted to buy, sell or otherwise trade in the Company's (or any other company's) securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information, especially since the individuals receiving such information might utilize such information to trade in the Company's securities. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading. Particularly important too are the federal, state and local laws concerning labor and employment and the Company's commitment to assuring equal employment opportunities for all in connection with the recruitment, hiring, training, compensation, development, promotion, demotion and termination of its employees, including officers, and providing a safe workplace that is free of sexual or any other inappropriate form of harassment. 2. Conflicts of Interest All employees, officers and directors should be scrupulous in avoiding a conflict of interest with regard to the Company's interests. A "conflict of interest" exists whenever an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests -2- of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans by the Company to directors and executive officers. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors or committees of the Board. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in this Code. 3. Corporate Opportunity Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. -3- 4. Confidentiality Employees, officers and directors of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or those with whom the Company does business, except when disclosure is authorized by the Law Department as it deems required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and directors should consult the Law Department if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be considered material by the securities markets or investors, or that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed. 5. Fair Dealing Each employee, officer and director should endeavor to deal fairly with the Company's customers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. 6. Protection and Proper Use of Company Assets All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability and its insurance subsidiaries' -4- obligations to their insureds and beneficiaries. All Company assets should be used for legitimate business purposes. 7. Accounting Complaints The Company's policy is to comply with all applicable financial reporting and accounting regulations. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, he or she may submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee of the Board of Directors which will, subject to its duties under applicable law, regulations and legal proceedings, treat such submissions confidentially. Such submissions may be directed to the attention of the Chairman of the Audit Committee of Old Republic International Corporation, or any director who is a member of that Audit Committee, at Old Republic's principal executive office in Chicago, or by means of the following toll-free telephone hotline: 877-209-3659 8. Reporting Any Illegal or Unethical Behavior Employees are encouraged to talk to supervisors, managers or other appropriate supervisory personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur should either contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, -5- they may then contact either the Audit Committee of the Board of Directors of the Company or the Law Department of the Company. If their concerns or complaints require confidentiality, including keeping their identity anonymous, they may call the above-referenced toll-free hotline, and their confidentiality will be protected, subject to applicable law, regulation or legal proceedings. 9. No Retaliation The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct. 10. Public Company Reporting As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission be fairly stated and accurate in all material respects and timely. Depending on their position with the Company, employees, officers or directors may be called upon to provide necessary information to assure that the Company's public reports meet such requirements. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. -6- 11. Amendment, Modification and Waiver This Code may be amended, modified or waived by the Board of Directors and waivers may also be granted by the Nominating Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the New York Stock Exchange. -7- EX-99 16 exhibit995.txt CORPORATE GOVERNANCE GUIDELINES Exhibit 99.5 OLD REPUBLIC INTERNATIONAL CORPORATION CORPORATE GOVERNANCE GUIDELINES 1. The Role of the Board of Directors. The Board is elected by the shareholders of Old Republic International Corporation (the "Company") to oversee management in the latter's conduct of the Company's business and to enhance the long-term value of the Company for its shareholders. 2. Director Qualification Standards. A majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. All members of the Audit, Nominating and Compensation Committees shall be independent directors. At least one member of the Audit Committee shall qualify as a "financial expert" and the other members shall qualify as "financially literate" according to the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. All of the Directors should possess the highest personal and professional ethics, integrity, values and commitment to represent the long-term interests of the Company's shareholders in the context of the public interest with which the Company's insurance business is vested. 3. Director Responsibilities. It is the duty of each Director to exercise due care, be loyal to the Company and its shareholders, engage in informed decision making and act in good faith. Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. To prepare for meetings, Directors should review the materials that are sent to Directors in advance of those meetings. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. The Board of Directors shall at all times maintain an Audit Committee, a Nominating Committee and a Compensation Committee each of which shall operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company's by-laws as the Board sees fit. 4. Director Access to Management and Independent Advisors. Each Director shall have complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company's management, business and operations. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company. -2- 5. Director Compensation. The Compensation Committee of the Board of Directors shall annually review the form and amount of Director compensation and make recommendations to the full Board. In connection with such Director compensation, the Board of Directors will be aware that questions may be raised if Directors' fees and benefits exceed what is customary for companies predominantly involved in the insurance industry. Similarly, the Board of Directors will be aware that the independence of Directors could be questioned if substantial charitable contributions are made to organizations in which a Director is affiliated or if the Company enters into consulting contracts with, or provides other indirect compensation to, a Director. The Board of Directors will critically evaluate each of these matters when determining the form and amount of Director compensation, and the independence of a Director. 6. Director Orientation and Continuing Education. The Board of Directors or the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected Directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a Director. The Board of Directors or the Company will encourage directors periodically to pursue their continuing education as to the responsibilities of directors of publicly-traded companies. 7. Management Evaluation and Succession. The Compensation Committee of the Board of Directors will conduct an annual review of the performance and compensation of the Chief Executive Officer as set -3- forth in its Charter. The Executive Committee will establish and review such formal or informal policies and procedures, consulting with the Nominating Committee, the Chief Executive Officer and others, as it considers appropriate, regarding succession to the Chief Executive Officer in the event of emergency or retirement. 8. Annual Performance Evaluation of the Board. In addition to the annual self-evaluations required by the committees' respective charters, the Nominating Committee of the Board of Directors will conduct an evaluation annually to determine whether the Board of Directors and its committees are functioning effectively. The full Board of Directors will discuss the evaluation report to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Nominating Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate. 9. Amendment, Modification and Waiver. These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Nominating Committee, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange. -4- -----END PRIVACY-ENHANCED MESSAGE-----