-----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, BHb0WUP1hgxjy42m4mkNROc/LZPpka8CzxPVQSAjo3WH3qDdoMJwsQ2dq/K23Ptk 3fnXZ2pF50SNGxChAF3Y2A== 0000877355-07-000007.txt : 20070222 0000877355-07-000007.hdr.sgml : 20070222 20070222170539 ACCESSION NUMBER: 0000877355-07-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAMERICA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000877355 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 541589611 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13990 FILM NUMBER: 07642982 BUSINESS ADDRESS: STREET 1: 5600 COX ROAD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8042678000 MAIL ADDRESS: STREET 1: PO BOX 27567 CITY: RICHMOND STATE: VA ZIP: 23261 FORMER COMPANY: FORMER CONFORMED NAME: LAWYERS TITLE CORP DATE OF NAME CHANGE: 19930328 8-K 1 form8kearnings4q06.htm FORM 8-K EARNINGS RELEASE 4Q006 Form 8-K Earnings Release 4Q006
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2007
___________

LANDAMERICA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation)
1-13990
(Commission
File Number)
54-1589611
(I.R.S. Employer
Identification No.)
     
5600 Cox Road
Glen Allen, Virginia 
(Address of principal executive offices)
23060
(Zip Code)
Registrant’s telephone number, including area code: (804) 267-8000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 21, 2007, LandAmerica Financial Group, Inc. (the “Company”) issued a press release reporting its financial results for the year ended December 31, 2006. The press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02. On February 22, 2007 the Company held a conference call with investors to discuss the fourth quarter and full year 2006 results. The manuscript of this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference into this Item 2.02.

ITEM 8.01. OTHER EVENTS.

The press release issued by the Company on February 21, 2007 announcing the Board of Directors of the Company has approved a program to purchase between now and the end of October 2008 up to 1.5 million shares of its outstanding common stock is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits. The following exhibits are furnished pursuant to Items 2.02 and 8.01 above.

 
Exhibit No.
 
Description
       
 
99.1
 
Press Release dated February 21, 2007 relating to the Company’s earnings.
       
 
99.2
 
Manuscript for conference call held on February 22, 2007, discussing the Company’s fourth quarter and full year 2006 results.
       
 
99.3
 
Press Release dated February 21, 2007 relating to the Company’s share repurchase program.




2


 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


   
LANDAMERICA FINANCIAL GROUP, INC.
     
(Registrant)
 
         
         
Date: February 22, 2007
 
By:
/s/ Christine R. Vlahcevic
 
     
Christine R. Vlahcevic
 
     
Senior Vice President & Corporate Controller



3


EXHIBIT INDEX


Exhibit No.
 
Description
     
99.1
 
Press Release dated February 21, 2007 relating to the Company’s earnings.
     
99.2
 
Manuscript for conference call held on February 22, 2007, discussing the Company’s fourth quarter and full year 2006 results.
     
99.3
 
Press Release dated February 21, 2007 relating to the Company’s share repurchase program.


 
 
4


 
EX-99.1 2 ex99-1earnings4q06.htm EX-99.1 EARNINGS RELEASE 4Q06 Ex-99.1 Earnings Release 4Q06
 
 

Exhibit 99.1
 
5600 Cox Road      Glen Allen, VA 23060      Telephone: (804) 267-8000      Fax: (804) 267-8466      Website: www.landam.com
     
     
FOR IMMEDIATE RELEASE
Bob Sullivan
Lloyd Osgood
February 21, 2007
SVP - Investor Relations
SVP - Corporate Communications
 
Phone: (804) 267-8703
Phone: (804) 267-8133
 
bsullivan@landam.com
losgood@landam.com
     
     
LANDAMERICA REPORTS FOURTH QUARTER AND
FULL YEAR 2006 RESULTS
 

RICHMOND, VA - LandAmerica Financial Group, Inc. (NYSE: LFG), a leading provider of real estate transaction services, announces preliminary operating results for the fourth quarter and the year ended December 31, 2006.

   
Fourth Quarter 2006
 
Fourth Quarter 2005
 
           
Operating revenue
 
$
1,057.6 Million
 
$
1,071.3 Million
 
Net income
 
$
34.3 Million
 
$
59.8 Million
 
Net income per diluted share
 
$
1.95
 
$
3.40
 

   
Year 2006
 
Year 2005
 
           
Operating revenue
 
$
3,885.2 Million
 
$
3,853.6 Million
 
Net income
 
$
98.8 Million
 
$
165.6 Million
 
Net income per diluted share
 
$
5.61
 
$
9.29
 


FINANCIAL HIGHLIGHTS
·  
Consolidated operating revenue decreased by $13.7 million, or 1.3%, in fourth quarter 2006 from fourth quarter 2005 due to a continued softening of the residential real estate market. The decline was offset, in part, by additional revenue as the result of the Company’s merger with Capital Title Group, Inc. (“Capital Title”) and continued strong commercial revenues. Total estimated mortgage originations as reported by the Mortgage Bankers Association (“MBA”) declined 19.9% in fourth quarter 2006 from fourth quarter 2005 and 17.1% for the full year 2006 from the full year 2005.
·  
Direct operating revenue per direct closed order was approximately $2,100 in fourth quarter 2006 compared to approximately $1,700 in fourth quarter 2005, an increase of 23.5%.
·  
Consolidated direct commercial revenue increased by $23.8 million to $142.1 million in fourth quarter 2006 from fourth quarter 2005.
·  
Direct commercial revenue for the Title Operations segment increased by $14.0 million to $118.1 million in fourth quarter 2006 from fourth quarter 2005.
·  
Direct orders opened were 275,100 in fourth quarter 2006 compared to 267,400 in fourth quarter 2005, an increase of 2.9%.
·  
Claims provision as a percentage of operating revenue for the Title Operations segment was 5.4% in fourth quarter 2006, down from 8.0% in third quarter 2006. In fourth quarter 2005, the claims provision ratio was 4.8%.
·  
Operating revenue for the Lender Services segment increased from $62.4 million in fourth quarter 2005 to $75.6 million in fourth quarter 2006 primarily due to the impact of acquisitions.
·  
Net income decreased by $25.5 million, or 42.6%, in fourth quarter 2006 from $59.8 million in fourth quarter 2005. Net income was negatively impacted by lower volumes in the residential business, duplicate staffing and other costs related to the integration of Capital Title, a higher claims provision ratio in the Title Operations segment and a write-down in the value of certain title

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plants. The decrease in net income was partially offset by an increase in direct operating revenue per direct closed order due to strong commercial business quarter over quarter.
·  
Combined statutory earnings for the full year 2006 were $227 million after taxes. The Company uses the 2006 statutory earnings as the basis for calculating the amount of dividends available from the Company’s insurance subsidiaries to the Company in 2007 and 2008. The excess of statutory claims reserve over GAAP claims reserves as of year end 2006 was approximately $161 million on a pretax basis.
·  
During fourth quarter 2006, the Company repurchased approximately 189,000 of its shares for $12.0 million, at an average cost of $63.56 per share, which brings the program-to-date share repurchases to approximately 681,000 shares. At December 31, 2006, the Company had approximately 569,000 shares remaining in its authorized repurchase program.
·  
In February 2007, the Board of Directors approved a repurchase program expiring in October 2008 that authorized the Company to repurchase up to 1.5 million shares.


“I am pleased to report record operating revenue for LandAmerica in 2006, despite a challenging residential housing market,” said Chairman and Chief Executive Officer Theodore L. Chandler, Jr. “We attribute this growth to the strength of our commercial operations and improved market share. Excluding the impact of the merger with Capital Title, our national market share position, which is reported on a quarter lag, improved from 18.2% in third quarter 2005 to 18.6% in third quarter 2006. The addition of Capital Title increased our national market share to 19.5% in third quarter 2006 and strengthened our presence in critical western states.

“We remain confident in our ability to realize synergies from Capital Title, which are now expected to generate annual cost savings of approximately $16 million beginning in 2007, compared to the $14 million previously reported.

“We are also focused on improving return on equity and we took important steps in 2006 to affect this key metric in 2007. These actions included reducing headcount, redomesticating our primary insurance subsidiaries to provide additional cash dividend capacity to our parent company in 2007 and 2008 and implementing our Project Fusion initiative to reduce the number of the Company’s operating systems.”

SEGMENT RESULTS

As the Company has moved to a unified operating model, the Company has reclassified its LandAmerica OneStop operation, which provides title and closing services to regional and national lenders, from the Title Operations segment to the Lender Services segment. Amounts from 2005 have been reclassified to conform to the 2006 presentation.

On September 8, 2006, the Company completed the merger of Capital Title, a title insurance underwriter, agent and settlement services provider based in Scottsdale, Arizona. As the Company has worked to integrate the operations, the Company can no longer segregate Capital Title as a stand-alone entity. Therefore, management will track merger performance based on cost reductions rather than accretion to the consolidated results.

Title Operations

Operating revenue from direct title operations increased by $54.1 million, or 13.7%, in fourth quarter 2006 from fourth quarter 2005 and increased by $4.4 million, or 0.3%, for the full year 2006 from the comparable period in 2005. Before the impact of the Capital Title merger, operating revenue from direct operations increased by $1.0 million, or 0.3%, in fourth quarter 2006 from fourth quarter 2005 and decreased by $62.5 million, or 4.1%, for the full year 2006 compared to the full year 2005. Direct operating revenue during fourth quarter 2006 and full year 2006 was impacted by the decline in volume from residential operations offset, in part, by strong commercial revenues.

Closed orders from the Company’s direct title operations increased 0.3% in fourth quarter 2006 from fourth quarter 2005 while the direct operating revenue per direct closed order increased approximately 13.3%. Closed orders decreased 15.5% for the full year 2006 compared to the prior year period while the direct operating revenue per direct closed order increased 18.2%. Before the impact of the Capital Title

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merger, closed orders from direct title operations decreased 11.3% in fourth quarter 2006 from fourth quarter 2005 and decreased 18.7% for the full year 2006 compared to 2005.

Revenue from direct title commercial operations was $118.1 million in fourth quarter 2006 compared to $104.1 million in fourth quarter 2005, an increase of 13.4%, and $393.2 million for the full year 2006 compared to $351.2 million for the full year 2005, an increase of 12.0%.

Operating revenue from agency title operations was $494.8 million in fourth quarter 2006 compared to $583.5 million in fourth quarter 2005, which reflects the downturn in the residential real estate market across most of the regions. Operating revenue from agency title operations increased by approximately 1.2% for the full year 2006 over the full year 2005. Growth in agency business, particularly in certain southeastern and southwestern markets, contributed to the increase in agency revenue year over year. These increases were partially offset by declines in midwest markets. Agents’ commissions as a percent of agency revenue were approximately 79.5% in fourth quarter 2006 compared to 79.3% in fourth quarter 2005 and 80.0% for the full year 2006 compared to 79.8% for the full year 2005.

The claims provision as a percent of operating revenue for the Title Operations segment was 5.4% in fourth quarter 2006 compared to 4.8% in fourth quarter 2005 and 6.1% for the full year 2006 compared to 5.2% for the full year 2005. The increase in the claims provision ratio for the full year 2006 was primarily due to claims increases in the 2003 and 2004 policy years.

Salary and employee benefit costs increased by $42.1 million, or 17.2%, in fourth quarter 2006 compared to fourth quarter 2005 and increased by $44.5 million, or 4.7%, for the full year 2006 compared to the full year 2005. Before the impact of the Capital Title merger, salary and employee benefit costs increased by $4.2 million, or 1.7%, in fourth quarter 2006 from fourth quarter 2005 primarily due to compensation increases offset by a reduction in staffing levels. Before the impact of the merger with Capital Title, salary and employee benefit costs decreased by $2.3 million, or 0.2%, for the full year 2006 from the comparable period in 2005 primarily due to a reduction in staffing levels in response to lower business volumes.

Other expenses, which are primarily general and administrative in nature, increased by $27.8 million, or 22.4%, in fourth quarter 2006 over fourth quarter 2005. Other expenses increased by $27.3 million, or 5.5%, for the full year 2006 from the full year 2005. Before the impact of the Capital Title merger, other expenses increased by $6.3 million, or 5.1%, in fourth quarter 2006 over fourth quarter 2005 and increased by $2.3 million, or 0.5%, for the full year 2006 from the full year 2005.

Pretax earnings for the Title Operations segment were $54.7 million in fourth quarter 2006 compared to $106.3 million in fourth quarter 2005 and $226.5 million for the full year 2006 compared to $326.9 million for the full year 2005. Before the impact of the Capital Title merger, pretax earnings were $63.4 million in fourth quarter 2006 and $234.7 million for the full year 2006. Capital Title was impacted by declines in real estate transactions in California, Arizona and Nevada and approximately $4.2 million in severance and other write-offs. Pretax earnings margin was 5.7% in fourth quarter 2006 compared to 10.7% in fourth quarter 2005 and 6.3% for the full year 2006 compared to 9.2% for the full year 2005. The pretax earnings margins quarter over quarter and year over year were negatively impacted by lower volumes in the residential real estate market, an increase in the claims provision ratio and increased interest expense. In addition, certain title plants were written down in fourth quarter 2006 by $4.4 million.

Lender Services

Operating revenue for the Lender Services segment increased by $13.2 million, or 21.2%, in fourth quarter 2006 compared to fourth quarter 2005. Before the impact of acquisitions, operating revenue decreased by $0.6 million, or 1.0%, in fourth quarter 2006 compared to fourth quarter 2005. Operating revenue decreased by $15.7 million, or 5.8%, for the full year 2006 compared to the full year 2005. Before the impact of acquisitions, operating revenue decreased by $34.0 million, or 12.7%, for the full year 2006 compared to the full year 2005. The decrease in operating revenue from fourth quarter 2005 to fourth quarter 2006 was due to lower volume in the mortgage origination business as a result of softening in the real estate market. Results for the full year 2005 included accelerated deferred revenue related to the Company’s tax and flood business of $33.8 million.

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Pretax earnings for the Lender Services segment were $14.2 million in fourth quarter 2006 compared to $8.0 million in fourth quarter 2005 and $26.4 million for the full year 2006 compared to $8.3 million for the full year 2005. Before the impact of acquisitions, pretax earnings were $15.5 million in fourth quarter 2006 and $28.2 million for the full year 2006. Improvement in results for the quarter and full year were primarily due to increased equity income of $4.5 million realized from the sale of a joint venture combined with cost reductions in response to lower volumes in the mortgage origination businesses.

Financial Services

The Financial Services segment had pretax earnings of $5.2 million in fourth quarter 2006 compared to $4.1 million in fourth quarter 2005 and $17.7 million for the full year 2006 compared to $13.5 million for the full year 2005. These increases were primarily due to growth in the segment’s loan and investment portfolio; a modest increase in interest rates also had a positive effect on the pretax earnings.

Corporate and Other

The Corporate and Other segment includes unallocated corporate expenses, residential home warranty and property inspection businesses, and commercial property appraisals and assessments businesses. Operating revenue for the Corporate and Other segment increased by approximately $8.0 million, or 26.8%, in fourth quarter 2006 over fourth quarter 2005 and increased by $19.6 million, or 19.2%, for the full year ended December 31, 2006 over the same period in 2005. The increase in operating revenue in fourth quarter 2006 over fourth quarter 2005 was due primarily to strong commercial business. The increase in operating revenue for the full year 2006 over the comparable period in 2005 was due primarily to strong commercial business and increased revenue in the home warranty business.

Direct commercial revenue was $24.0 million in fourth quarter 2006 compared to $14.2 million in fourth quarter 2005. Direct commercial revenue was $65.8 million for the full year 2006 compared to $50.5 million in 2005.

Pretax losses were $20.6 million in fourth quarter 2006 compared to $26.3 million in fourth quarter 2005 and $116.6 million for the full year 2006 compared to $87.4 million for the full year 2005. The decrease in pretax losses in fourth quarter 2006 from fourth quarter 2005 was due to increased direct commercial business and lower personnel costs, offset in part by higher interest expense related to the merger with Capital Title. The increase in pretax losses for the full year 2006 from the prior year period was due in part to the write-down of the corporate offices building and relocation and related exit costs of the Company’s corporate offices of $15.5 million. The Company also incurred higher interest expense related to the merger with Capital Title, and incurred higher personnel costs from investments in technology resources. Over the next two years, the Company has targeted approximately 300 systems for decommissioning under “Project Fusion.”

The effective tax rate for the full year 2006 was 35.8% compared to 36.6% in 2005. The change was due to the mix of state income tax expenses (benefits).



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CONFERENCE CALL

The Company will sponsor a conference call on Thursday, February 22, 2007, at 10:00 AM ET to discuss the preliminary results.

Those wishing to participate in the live call should dial 877-407-0782 and request to be connected to the LandAmerica conference. Additionally, the call will be simultaneously broadcast over the internet via LandAmerica’s website (www.landam.com), click Investor Information > Financial Information > Webcast events. Investors can also access the webcast at www.InvestorCalendar.com. The event will be archived and available for replay starting two hours after the completion of the live call through March 31, 2007, via LandAmerica’s website.

About LandAmerica Financial Group, Inc.
LandAmerica Financial Group, Inc. is a leading provider of real estate transaction services with more than 1,000 offices and a network of more than 10,000 active agents. Through its many subsidiaries, LandAmerica serves residential and commercial customers throughout the United States, Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. A Fortune 500 company, LandAmerica is recognized on Fortune magazine’s 2006 list of America’s most admired companies.


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Segment Results
(In millions)

   
Quarter Ended December 31, 2006
 
   
Title Operations
 
Lender Services
 
Financial
Services
 
Corporate
& Other
 
 
Consolidated
 
                       
Operating revenue:
                     
Direct revenue
 
$
449.2
 
$
75.6
 
$
0.1
 
$
37.9
 
$
562.8
 
Agency revenue
   
494.8
   
-
   
-
   
-
   
494.8
 
Total operating revenue
   
944.0
   
75.6
   
0.1
   
37.9
   
1,057.6
 
Investment income
   
8.9
   
7.0
   
12.0
   
3.4
   
31.3
 
Total revenue
   
952.9
   
82.6
   
12.1
   
41.3
   
1,088.9
 
Agents’ commissions
   
393.2
   
-
   
-
   
-
   
393.2
 
Salaries and employee benefits
   
287.2
   
26.9
   
0.8
   
21.4
   
336.3
 
Claims provision
   
50.8
   
1.8
   
-
   
2.5
   
55.1
 
Amortization of intangibles
   
2.6
   
2.9
   
0.1
   
0.9
   
6.5
 
Depreciation
   
7.9
   
1.7
   
0.1
   
1.3
   
11.0
 
Write-off of intangible and other long-lived assets
   
4.4
   
-
   
-
   
0.1
   
4.5
 
Other expenses
   
152.1
   
35.1
   
5.9
   
35.7
   
228.8
 
Operating income before taxes
 
$
54.7
 
$
14.2
 
$
5.2
 
$
(20.6
)
$
53.5
 


   
Quarter Ended December 31, 2005
 
   
Title Operations
 
Lender Services
 
Financial
Services
 
Corporate
& Other
 
 
Consolidated
 
                       
Operating revenue:
                     
Direct revenue
 
$
395.1
 
$
62.4
 
$
0.4
 
$
29.9
 
$
487.8
 
Agency revenue
   
583.5
   
-
   
-
   
-
   
583.5
 
Total operating revenue
   
978.6
   
62.4
   
0.4
   
29.9
   
1,071.3
 
Investment income
   
16.9
   
1.6
   
8.6
   
3.0
   
30.1
 
Total revenue
   
995.5
   
64.0
   
9.0
   
32.9
   
1,101.4
 
Agents’ commissions
   
462.9
   
-
   
-
   
-
   
462.9
 
Salaries and employee benefits
   
245.1
   
24.0
   
0.6
   
25.3
   
295.0
 
Claims provision
   
47.0
   
1.9
   
-
   
2.6
   
51.5
 
Amortization of intangibles
   
3.0
   
2.7
   
-
   
0.8
   
6.5
 
Depreciation
   
5.4
   
1.1
   
0.1
   
1.5
   
8.1
 
Write-off of intangible and other long-lived assets
   
1.5
   
-
   
-
   
-
   
1.5
 
Other expenses
   
124.3
   
26.3
   
4.2
   
29.0
   
183.8
 
Operating income before taxes
 
$
106.3
 
$
8.0
 
$
4.1
 
$
(26.3
)
$
92.1
 


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Segment Results
(In millions)

   
Year Ended December 31, 2006
 
   
Title Operations
 
Lender Services
 
Financial
Services
 
Corporate
& Other
 
 
Consolidated
 
                       
Operating revenue:
                     
Direct revenue
 
$
1,528.3
 
$
252.7
 
$
0.8
 
$
121.5
 
$
1,903.3
 
Agency revenue
   
1,981.9
   
-
   
-
   
-
   
1,981.9
 
Total operating revenue
   
3,510.2
   
252.7
   
0.8
   
121.5
   
3,885.2
 
Investment income
   
66.3
   
11.4
   
40.9
   
12.1
   
130.7
 
Total revenue
   
3,576.5
   
264.1
   
41.7
   
133.6
   
4,015.9
 
Agents’ commissions
   
1,585.1
   
-
   
-
   
-
   
1,585.1
 
Salaries and employee benefits
   
990.3
   
98.4
   
2.6
   
91.4
   
1,182.7
 
Claims provision
   
212.7
   
6.2
   
-
   
12.4
   
231.3
 
Amortization of intangibles
   
11.4
   
10.7
   
0.2
   
3.6
   
25.9
 
Depreciation
   
25.2
   
5.4
   
0.1
   
3.9
   
34.6
 
Write-off of intangible and other long-lived assets
   
4.4
   
-
   
-
   
10.3
   
14.7
 
Other expenses
   
520.9
   
117.0
   
21.1
   
128.6
   
787.6
 
Operating income before taxes
 
$
226.5
 
$
26.4
 
$
17.7
 
$
(116.6
)
$
154.0
 



   
Year Ended December 31, 2005
 
   
Title Operations
 
Lender Services
 
Financial
Services
 
Corporate
& Other
 
Consolidated
 
                       
Operating revenue:
                     
Direct revenue
 
$
1,523.9
 
$
268.4
 
$
1.2
 
$
101.9
 
$
1,895.4
 
Agency revenue
   
1,958.2
   
-
   
-
   
-
   
1,958.2
 
Total operating revenue
   
3,482.1
   
268.4
   
1.2
   
101.9
   
3,853.6
 
Investment income
   
59.9
   
3.6
   
29.5
   
13.0
   
106.0
 
Total revenue
   
3,542.0
   
272.0
   
30.7
   
114.9
   
3,959.6
 
Agents’ commissions
   
1,561.8
   
-
   
-
   
-
   
1,561.8
 
Salaries and employee benefits
   
945.8
   
91.4
   
2.4
   
78.7
   
1,118.3
 
Claims provision
   
180.4
   
5.8
   
-
   
11.0
   
197.2
 
Amortization of intangibles
   
11.2
   
14.1
   
0.2
   
3.3
   
28.8
 
Depreciation
   
20.8
   
4.2
   
0.1
   
4.9
   
30.0
 
Write-off of intangible and other long-lived assets
   
1.5
   
37.6
   
-
   
-
   
39.1
 
Other expenses
   
493.6
   
110.6
   
14.5
   
104.4
   
723.1
 
Operating income before taxes
 
$
326.9
 
$
8.3
 
$
13.5
 
$
(87.4
)
$
261.3
 



- more -

Page 8 of 9

Summary of Operations
(In millions, except per share data and order information)


   
Quarter Ended December 31,
 
Year Ended December 31,
 
   
2006
 
2005
 
2006
 
2005
 
                   
Operating revenue
 
$
1,057.6
 
$
1,071.3
 
$
3,885.2
 
$
3,853.6
 
Investment and other income
   
29.8
   
28.9
   
123.6
   
101.8
 
Net realized investment gains
   
1.5
   
1.2
   
7.1
   
4.2
 
TOTAL REVENUE
   
1,088.9
   
1,101.4
   
4,015.9
   
3,959.6
 
Agents’ commissions
   
393.2
   
462.9
   
1,585.1
   
1,561.8
 
Salaries and employee benefits
   
336.3
   
295.0
   
1,182.7
   
1,118.3
 
General, administrative and other
   
214.3
   
172.7
   
731.8
   
676.6
 
Provision for policy and contract claims
   
55.1
   
51.5
   
231.3
   
197.2
 
Premium taxes
   
10.5
   
10.2
   
45.2
   
42.7
 
Interest expense
   
15.0
   
9.0
   
45.2
   
33.8
 
Amortization of intangibles
   
6.5
   
6.5
   
25.9
   
28.8
 
Write-off of intangible and other long-lived assets
   
4.5
   
1.5
   
14.7
   
39.1
 
TOTAL EXPENSES
   
1,035.4
   
1,009.3
   
3,861.9
   
3,698.3
 
Income before income taxes
   
53.5
   
92.1
   
154.0
   
261.3
 
Income tax expense
   
19.2
   
32.3
   
55.2
   
95.7
 
Net income
 
$
34.3
 
$
59.8
 
$
98.8
 
$
165.6
 
Net income per common share
 
$
2.01
 
$
3.50
 
$
5.80
 
$
9.45
 
Weighted average number of common shares outstanding
   
17.0
   
17.1
   
17.0
   
17.5
 
Net income per common share assuming dilution
 
$
1.95
 
$
3.40
 
$
5.61
 
$
9.29
 
Weighted average number of common shares outstanding assuming dilution
   
17.6
   
17.6
   
17.6
   
17.8
 
Other selected information:
                         
Cash flow from operations
 
$
55.7
 
$
155.0
 
$
178.6
 
$
422.5
 
Direct orders opened (in thousands):
                         
October
   
99.6
   
100.9
             
November
   
91.8
   
89.5
             
December
   
83.7
   
77.0
             
Total direct orders opened
   
275.1
   
267.4
   
1,080.0
   
1,247.9
 
Total direct orders closed
   
227.5
   
240.4
   
801.4
   
969.8
 

January 2007 open orders were 96.9 thousand compared to 84.0 thousand in January 2006.

   
December 31,
 
December 31,
 
   
2006
 
2005
 
           
Cash and investments
 
$
1,941.5
 
$
1,843.8
 
Total assets
   
4,174.8
   
3,695.0
 
Policy and contract claims
   
789.1
   
697.6
 
Notes payable
   
685.3
   
479.3
 
Deferred service arrangements
   
218.6
   
211.2
 
Shareholders’ equity
   
1,395.8
   
1,278.5
 
Tangible book value per share attributable to common shareholders
   
27.11
   
31.11
 
Book value per share attributable to intangibles
   
52.18
   
42.83
 
Book value per share attributable to common shareholders
   
79.29
   
73.94
 


- more -

Page 9 of 9


Reconciliation of Non-GAAP Measures
(In millions)

EBITDA
The Company has refined its measurement for the evaluation of its results to the basis of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). EBITDA is not a measure of performance defined by GAAP and should not be considered in isolation or as a substitute for cash flows provided by (used in) operating activities which has been prepared in accordance with GAAP. EBITDA, as presented, may not be comparable to the calculation of similarly titled measures reported by other companies. Management believes that EBITDA provides useful information to investors because it is an indicator of the Company’s operating performance. Reconciliations of these financial measures to the Company’s net income are as follows:

   
Quarter Ended December 31,
 
Year Ended December 31,
 
   
2006
 
2005
 
2006
 
2005
 
                   
EBITDA
 
$
86.0
 
$
115.7
 
$
259.7
 
$
353.9
 
Deduct:
                         
Interest
   
15.0
   
9.0
   
45.2
   
33.8
 
Tax expense
   
19.2
   
32.3
   
55.2
   
95.7
 
Depreciation expense
   
11.0
   
8.1
   
34.6
   
30.0
 
Amortization expense
   
6.5
   
6.5
   
25.9
   
28.8
 
Net Income
 
$
34.3
 
$
59.8
 
$
98.8
 
$
165.6
 


The Company cautions readers that the statements contained herein regarding the Company’s future financial condition, results of operations, future business plans, operations, opportunities, or prospects, including any factors which may affect future earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance or achievements to be materially different from anticipated results, prospects, performance or achievements expressed or implied by such forward-looking statements.  Such risks and uncertainties include: (i) the Company’s results of operations and financial condition are susceptible to changes in mortgage interest rates and general economic conditions; (ii) changes to the participants in the secondary mortgage market could affect the demand for title insurance products; (iii) the Company is subject to government regulation; (iv) heightened regulatory scrutiny of the Company and the title insurance industry, including pricing of title insurance products and services, could materially and adversely affect its business, operating results, and financial condition; (v) the Company may not be able to fuel its growth through acquisitions; (vi) the Company’s inability to integrate and manage successfully its acquired businesses could adversely affect its business, operating results, and financial condition; (vii) regulatory non-compliance, fraud, or defalcations by the Company’s title insurance agents or employees could adversely affect its business, operating results, and financial condition; (viii) competition in the Company’s industry affects its revenue; (ix) significant industry changes and new product and service introductions require timely and cost-effective responses; (x) the Company’s litigation risks include substantial claims by large classes of claimants; (xi) key accounting and essential product delivery systems are concentrated in a few locations; (xii) provisions of the Company’s articles of incorporation and bylaws, its shareholder rights plan and applicable state corporation and insurance laws could limit another party’s ability to acquire the Company and could deprive shareholders of the opportunity to obtain a takeover premium for shares of common stock owned by them; (xiii) the Company’s future success depends on its ability to continue to attract and retain qualified employees; (xiv) the Company’s conduct of business in foreign markets creates financial and operational risks and uncertainties that may materially and adversely affect its business, operating results, and financial condition; and (xv) the Company’s claims experience may require it to increase its provision for title losses or to record additional reserves, either of which may adversely affect its earnings.  For more details on factors that may cause actual results to differ materially from such forward-looking statements, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and other reports from time to time filed with or furnished to the Securities and Exchange Commission.  This press release speaks only as of its date, and the Company disclaims any duty to update the information herein.

# # #

EX-99.2 3 script.htm EARNINGS CONF CALL SCRIPT Earnings Conf Call Script
 

Exhibit 99.2


LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007
 
 
Bob Sullivan - Senior Vice President, Investor Relations & Capital Markets

Good morning and welcome to LandAmerica's conference call to review fourth quarter and full year 2006 earnings. Joining me today are Chairman and Chief Executive Officer, Ted Chandler, and Chief Financial Officer, Bill Evans. Ted will open our call with an overview of fourth quarter and full year results and then turn it over to Bill for more detail. Following that, we will open the call to your questions.

The company cautions listeners that any statements made regarding the company's future financial condition, results of operations and business plans, operations, opportunities or prospects, including any factors which may affect future earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon management's current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. For a description of such risks and uncertainties, see the company's Annual Report on Form 10-K for the year ended December 31, 2005 and other reports from time-to-time filed with or furnished to the Securities and Exchange Commission. The company cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made. The company disclaims any duty to update any forward-looking statements made on this call.

Now, I’d like to turn the call over to Ted Chandler.
 
 
1

LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 
Ted Chandler - Chairman & Chief Executive Officer

Good morning and thank you for joining us.

Fourth quarter and full year 2006 reflect mixed results. Our commercial Title and non-title Operations, Lender Services and Financial Services showed improvement. However the slower real estate market affected our Residential and Agency Title Operations, as overall U.S. residential mortgage originations were down 17% for full year 2006.
 
Our consolidated operating revenue was fairly strong at $1.1 billion in fourth quarter 2006, a decrease of 1.3% from fourth quarter 2005. Net income for fourth quarter 2006 was a rather disappointing $34.3 million, or $1.95 per diluted share versus last year’s fourth quarter results of $59.8 million, or $3.40 per diluted share.

Our consolidated operating revenue was $3.9 billion for full year 2006, a 0.8% increase from full year 2005, another good result for such a down industry year. However, net income for full year 2006 was only $98.8 million, or $5.61 per diluted share versus last year’s $165.6 million, or $9.29 per diluted share.
 
 
2

LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 
Now I will provide some overview comments for each business and actions we are taking to improve results, Bill will then provide greater financial details.

Our national Title market share position, which is reported on a quarter lag, improved from 18.2% in third quarter 2005 to 18.6% in third quarter 2006, before incorporating the merger with Capital Title into that calculation. This is almost entirely organic growth which shows once again that our sales leadership model is working.

Capital Title’s results are in for all of fourth quarter 2006 bringing greater presence in the key states of California, Nevada and Arizona along with additional scale in Lender Services. The addition of Capital Title increased our national market share to 19.5% as of September 30, 2006.

Our Commercial operation continued to be a market leader and turned in a strong quarterly result and a solid full-year performance relative to strong comps last year. We have previously stated that commercial business appeared to be at a plateau albeit at a high level. Well the business is up 20% fourth quarter 2006 over fourth quarter 2005 with combined title and non-title commercial revenue. So much for my plateau prediction.
 
 
3

LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 
Lender and Financial Services are showing steady improvement. For full year 2006, Lender Services had operating income before taxes of $26.4 million and Financial Services was $17.7 million.

Our return on equity for 2006 was a disappointing 7.4% which is below our expectations as to where we should be for the current real estate environment. The redomestication of our principal underwriters to Nebraska in 2006 and a continued emphasis on expense reductions in 2007 combined with a technology consolidation efficiency project - which we call Project Fusion - will position us for a better ROE even if the real estate environment does not improve.

Title headcount before Capital Title is down over 1,500 FTE’s or 14% from peak August 2005 levels. We will continue to adjust headcount to reflect order flows.

As we discussed last quarter, Project Fusion is a company-wide initiative to reduce the complexity and costs of our over 300 operating systems. We have begun retiring some of these systems and will be down to a substantially reduced number of applications when completely phased in by end of year 2008. These combined efforts of headcount management and Fusion will help our operating results.

4

LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007


 
As for managing the equity part of ROE, the successful redomestication of our three principal underwriters to Nebraska last year will provide us with significant additional dividends in 2007 and 2008 as statutory premiums upstream excess Statutory reserves over GAAP reserves are reduced.

As of year-end 2006, we had $327 million of cash sources for 2007: $100 million of cash on hand plus a very strong $227 million of after tax Statutory earnings for 2006, which reflected underlying results plus a release from the statutory claims reserve excess over GAAP. In addition, during 2007 we will receive dividends from Lender Services and Financial Services.

Adding to this financial flexibility, in 2008 a dividend can be paid to the Company from after-tax Statutory earnings for 2007 which will reflect underlying results plus a release from the Statutory claims reserve excess over GAAP which as of year-end 2006 was $161 million pre-tax.

5

LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 

The uses of excess cash in 2007 are expected to include the pay-down of $100 million of debt related to the Capital Title merger, and approximately $40 million needed for interest expense and common dividends. Net of these needs, we are in a position to use excess cash for share repurchases and selective acquisitions. Because our risk-free return on share repurchases is relatively high, that use of capital is particularly attractive.

During the fourth quarter 2006, we repurchased approximately 189,000 of our shares for $12.0 million, at an average cost of $63.56 per share, which brings the program-to-date share repurchases to 681,000 shares. At December 31, 2006, we had approximately 569,000 shares remaining in our authorized repurchase program. Our Board of Directors has just approved an additional share repurchase authorization for 1.5 million shares, bringing our remaining share repurchase authority to 2.1 million shares or 12% of our fully diluted shares outstanding as of December 31, 2006. We have a history of executing on announced share repurchase plans.

6

 
LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007


As to the late breaking news with California. The Office of Administrative Law (“OAL”) disapproved the regulatory actions in their entirety. We are clearly pleased with this result. The OAL will send a written decision detailing the reasons for the disapproval to the Department of Insurance (“DOI”) in seven days. The DOI has 120 days to respond, if they choose to do so.

As to the rest of the regulatory environment, multiple states are examining pricing levels and title insurance regulations. We continue to provide data to various states and when given the opportunity to present our value proposition and the costs required to deliver on it, there is a growing regulatory realization that our risk mitigation and closing services are essential for the U.S. real estate economy.


Now let me turn to Bill for further financial comment.



7

 
LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 
Bill Evans - Executive Vice President & Chief Financial Officers 

Thank you, Ted. Good morning. Net income for fourth quarter 2006 was $34.3 million, or $1.95 per diluted share. Net income for fourth quarter 2005 was $59.8 million, or $3.40 per diluted share. The decrease in net income in fourth quarter 2006 compared to fourth quarter 2005 was primarily due to lower volumes in the residential business, a higher claims provision ratio in the Title Operations segment and a write down in the value of certain title plants. The decrease in net income was offset in part by strong commercial business.

8


LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007
 

 
Starting with our largest segment, operating revenue for Title Operations was $944.0 million in fourth quarter 2006, a decrease of 3.5 percent from fourth quarter 2005. Capital Title contributed approximately $53.1 million to operating revenue in fourth quarter 2006, so without this merger the decline would have been about 9.0%. Direct orders opened were 275,100 for fourth quarter 2006 compared to 266,900 in third quarter 2006 and 267,400 in fourth quarter 2005. Open order count for January 2007 was approximately 96,900, the strongest open order count since October. We use this metric as a barometer for the relative strength of future residential volumes and we are cautiously encouraged to see the “up tic” in open orders for January. From a mix perspective, agency revenue was 52.4 percent of the total, a decrease from 59.6 percent in last year’s fourth quarter. Direct revenue was 47.6 percent of the total and represented an increase from 40.4 percent from the prior year’s fourth quarter. Almost half of this shift in mix resulted from the merger with Capital Title.

9

 
LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 

Revenue from our direct commercial title operations was $118.1 million in fourth quarter 2006 compared to $104.1 million in fourth quarter 2005, or an increase of 13.4%. While we saw commercial revenue drop slightly in the third quarter 2006, commercial revenue surged ahead during the fourth quarter 2006 to finish the year strong.

Our provision for losses was 5.4 percent of Title Operations operating revenue for fourth quarter 2006, returning to a more normalized level from the 8.0 percent seen in third quarter 2006. Our provision for losses was 4.8 percent in fourth quarter 2005.

10


LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007
 

 
Pretax earnings for Title Operations for fourth quarter 2006 were $54.7 million compared to $106.3 million for fourth quarter 2005. As mentioned previously, there were several factors that had a drag on results in fourth quarter 2006. Primarily significant declines in volume occurred in regions where we have concentrations of infrastructure, particularly in the west region. From a cost management perspective, we reduced FTE’s by approximately 500 during fourth quarter 2006, bringing total FTE reductions in title operations, from peak levels, on a same store basis, to about 1,550. Additionally, we closed about 20 offices during fourth quarter 2006. The positive effects of these actions were not fully reflected in fourth quarter 2006 results. Personnel costs in the title segment in fourth quarter 2006 showed a year-over-year increase of about $42 million. Capital Title accounted for about $38 million of this and an additional $20 million of increase resulted from consolidating entities previously accounted for as equity investments. Excluding these two items, personnel costs in the title segment showed a year-to-year decline.
 
 
 
11

 
LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007

 
Fourth quarter 2006 was the first full quarter of having Capital Title in our results. Within those operations, we incurred added costs such as stay-on bonuses and severance. As we have indicated, we now expect cost synergies to total about $16 million on an annualized basis.

Turning to our Lenders Services segment, operating revenue was $75.6 million in fourth quarter 2006 compared to $62.4 million in fourth quarter 2005, an increase of more than 20%. Pretax earnings in fourth quarter 2006 were $14.2 million compared to $8.0 million in fourth quarter 2005. Before the impact of acquisitions, operating revenue for the Lender Services segment was $61.8 million and pretax earnings were $15.5 million.

Let’s now move to some balance sheet highlights. Cash and investments were $1.9 billion, our claims reserve increased to $789.1 million, and shareholders’ equity was approximately $1.4 billion. Book value per share at the end of the quarter was $79.29.
 
 
12

 
LANDAMERICA FINANCIAL GROUP, INC.
Fourth Quarter & Full Year 2006 Results
February 22, 2007
 
 
Year to date, we have generated $178.6 million of cash flow from operations compared to $422.5 million of cash provided by operations in 2005. The decrease reflects the timing of payments for federal income taxes and other accrued expenses.

This concludes our prepared remarks and at this time, we would like to open the call to your questions.
 
 
13


EX-99.3 4 ex99-3sharerepurchase.htm EX-99.3 SHARE REPURCHASE PROGRAM PRESS RELEASE Ex-99.3 Share Repurchase Program Press Release
 
 

Exhibit 99.3
 

5600 Cox Road      Glen Allen, VA 23060      Telephone: (804) 267-8000      Fax: (804) 267-8466      Website: www.landam.com
     
     
FOR IMMEDIATE RELEASE
Bob Sullivan
Lloyd Osgood
February 21, 2007
SVP - Investor Relations
SVP - Corporate Communications
 
Phone: (804) 267-8703
Phone: (804) 267-8133
 
bsullivan@landam.com
losgood@landam.com
     
     
LandAmerica Announces Additional Common Stock
Repurchase Program and Quarterly Dividend
 
 

RICHMOND, VIRGINIA - LandAmerica Financial Group, Inc. (NYSE: LFG), a leading provider of real estate transaction services, announces that its Board of Directors has approved a program to purchase up to 1,500,000 shares between now and the end of October 2008, or approximately 8.5% of its fully diluted outstanding shares as of December 31, 2006. Purchases of stock will be accomplished primarily in the open market, with the timing of such transactions subject to market conditions and SEC regulations.

“We are pleased to establish an additional share repurchase program based on the cash generated from our operating cash flows as well as the recent redomestication of our principal insurance subsidiaries,” said Chairman and CEO Theodore L. Chandler, Jr.  “This program further demonstrates our commitment to improving our return on equity.”

The Company anticipates funding for this program will come from available corporate funds and future excess cash flow. The program would be in addition to purchases made under the share repurchase plan publicly announced in October 2005 that provides for the purchase of up to 1.25 million shares and expires in July 2007.

The Board of Directors has also declared a quarterly dividend of $.22 per share payable on March 15, 2007, to shareholders of record on March 1, 2007.

About LandAmerica Financial Group, Inc.

LandAmerica Financial Group, Inc. is a leading provider of real estate transaction services with more than 1,000 offices and a network of more than 10,000 active agents. Through its many subsidiaries, LandAmerica serves residential and commercial customers throughout the United States, Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. A Fortune 500 company, LandAmerica is recognized on Fortune magazine’s 2006 list of America’s most admired companies.
 
 
- more -


LandAmerica Announces Capital Additional Common Stock Repurchase Program and Quarterly Dividend,
2/21/2007, page 2 of 2
 

The Company cautions readers that the statements contained herein regarding the Company’s future financial condition, results of operations, future business plans, operations, opportunities, or prospects, including any factors which may affect future earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance or achievements to be materially different from anticipated results, prospects, performance or achievements expressed or implied by such forward-looking statements.  Such risks and uncertainties include: (i) the Company’s results of operations and financial condition are susceptible to changes in mortgage interest rates and general economic conditions; (ii) changes to the participants in the secondary mortgage market could affect the demand for title insurance products; (iii) the Company is subject to government regulation; (iv) heightened regulatory scrutiny of the Company and the title insurance industry, including pricing of title insurance products and services, could materially and adversely affect its business, operating results, and financial condition; (v) the Company may not be able to fuel its growth through acquisitions; (vi) the Company’s inability to integrate and manage successfully its acquired businesses could adversely affect its business, operating results, and financial condition; (vii) regulatory non-compliance, fraud, or defalcations by the Company’s title insurance agents or employees could adversely affect its business, operating results, and financial condition; (viii) competition in the Company’s industry affects its revenue; (ix) significant industry changes and new product and service introductions require timely and cost-effective responses; (x) the Company’s litigation risks include substantial claims by large classes of claimants; (xi) key accounting and essential product delivery systems are concentrated in a few locations; (xii) provisions of the Company’s articles of incorporation and bylaws, its shareholder rights plan and applicable state corporation and insurance laws could limit another party’s ability to acquire the Company and could deprive shareholders of the opportunity to obtain a takeover premium for shares of common stock owned by them; (xiii) the Company’s future success depends on its ability to continue to attract and retain qualified employees; (xiv) the Company’s conduct of business in foreign markets creates financial and operational risks and uncertainties that may materially and adversely affect its business, operating results, and financial condition; and (xv) the Company’s claims experience may require it to increase its provision for title losses or to record additional reserves, either of which may adversely affect its earnings.  For more details on factors that may cause actual results to differ materially from such forward-looking statements, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and other reports from time to time filed with or furnished to the Securities and Exchange Commission.  This press release speaks only as of its date, and the Company disclaims any duty to update the information herein.
 
 
 
 
# # #

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