8-K

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: July 28, 2004

(Date of earliest event reported)

LANDAMERICA FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13990	54-1589611
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Gateway Centre Parkway Richmond, Virginia	23235-5153
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 267-8000

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

Item 12. Results of Operations and Financial Condition.

The Registrant issued a press release on July 28, 2004 reporting its financial results for the quarter and six months ended June 30, 2004. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 12. The foregoing information, including the information contained in the press release, is being furnished pursuant to this Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the furnished information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the U.S. Securities and Exchange Commission, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: July 28, 2004	By:	/s/ G. William Evans
		G. William Evans
		Chief Financial Officer

EX-99.1

Exhibit 99.1

101 Gateway Centre Parkway ·    Richmond, Virginia 23235 ·    Telephone: (804) 267-8000 ·    Fax: (804) 267-8850 ·    Web site: www.landam.com

FOR IMMEDIATE RELEASE:	CONTACTS:
July 28, 2004	G. William Evans	William C. Thornton, Jr.
	Chief Financial Officer	Executive Vice President – Marketing
	(804) 267-8114	(804) 267-8373

LANDAMERICA ANNOUNCES SECOND QUARTER RESULTS

Richmond, VA - LandAmerica Financial Group, Inc. (NYSE: LFG), a leading provider of real estate transaction services, today reported operating results for the second quarter ended June 30, 2004.

	Second Quarter 2004		Second Quarter 2003
Operating revenue	$	903.8 Million	$	834.3 Million
Net income	$	61.5 Million	$	62.0 Million
Net income per diluted share	$	3.32	$	3.33
	Six Months 2004		Six Months 2003
Operating revenue	$	1,663.7 Million	$	1,530.8 Million
Net income	$	82.4 Million	$	104.0 Million
Net income per diluted share	$	4.41	$	5.62

FINANCIAL HIGHLIGHTS

• Operating revenues of $903.8 million for second quarter 2004 represented an increase of 8.3% over second quarter 2003.

• Revenues for the Lender Services segment for second quarter 2004 totaled $37.6 million, compared to $1.8 million for second quarter 2003. This was driven primarily by our tax and flood zone certification and mortgage credit reporting businesses, which were not owned in second quarter 2003.

• Revenues from commercial operations, which the company has typically defined as being premiums from policies providing coverage over $1 million in liability, were $162 million for second quarter 2004, an increase of 56.1% over second quarter 2003.

• Earnings from the Lender Services segment for second quarter 2004 were $.8 million, including intangibles amortization of $3.3 million and net revenue deferrals of $9.9 million, compared to earnings of $.3 million in second quarter 2003. These earnings were adversely impacted by a lengthening of the estimated lives for loans under tax service contracts. These lengthened, estimated loan lives will reduce the amount of deferred revenue recognized in any given future quarter.

• During second quarter 2004 we repurchased 809,400 shares of our common stock.

“The results for the second quarter demonstrate solid performance,” commented Chairman and Chief Executive Officer Charles H. Foster, Jr. “While our reported revenue growth reflects new business achieved through acquisitions and the strength of the commercial sector, refinancing volumes were off significantly, and we responded very well to the overall declines in order counts and business volumes.”

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“This solid performance resulted from execution of our previously announced $70 million in annualized cost reduction initiatives and our continued efforts to expand our footprint and broaden our product offerings. During the second quarter we completed the acquisition of Southland Title, which significantly expanded our presence in California. More recently, we announced our intent to acquire Buyers Home Warranty Company. This acquisition, which is subject to regulatory approvals and other closing conditions, will add home warranty contracts to our product mix.”

The Company will host a conference call for analysts and shareholders on Thursday, July 29, 2004, at 10:00 AM ET to discuss the second quarter results. Those wishing to participate in the conference call should dial 1-888-577-8991 prior to the beginning of the call and provide the conference operator with the pass code “LandAmerica”. The call will be simultaneously broadcast over the Internet via LandAmerica’s Web site (www.landam.com) in the Calendar of Events area located within Investor/Financial Information. Additionally, LandAmerica’s Web site will host an audio archive of the call that can be accessed two hours after the completion of the live call.

About LandAmerica Financial Group, Inc., a Fortune 500 company

Headquartered in Richmond, Virginia, LandAmerica Financial Group, Inc. is a leading provider of real estate transaction services and on Fortune magazine’s 2004 list of most admired companies. Through its many subsidiaries, LandAmerica serves residential and commercial customers with more than 800 offices and a network of 10,000 active agents throughout the United States, Mexico, Canada, the Caribbean, Latin America, and Europe.

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SEGMENTED OPERATING SUMMARY

($ in Thousands)

	Quarter Ended June 30, 2004									Quarter Ended June 30, 2003
	Title Operations		Lender Services		Corporate & Other			Consolidated		Title Operations			Lender Services		Corporate & Other			Consolidated
Operating revenues:
Direct revenue	$	405,785	$	37,388	$	13,800		$	456,973	$	371,119		$	1,806	$	9,963		$	382,888
Agency revenue		446,815		—		—			446,815		451,438			—		—			451,438
Total operating revenue		852,600		37,388		13,800			903,788		822,557			1,806		9,963			834,326
Investment income		11,778		223		6,174			18,175		12,835			—		1,141			13,976
		864,378		37,611		19,974			921,963		835,392			1,806		11,104			848,302
Agents’ commissions		356,203		—		—			356,203		362,011			—		—			362,011
Personnel costs		225,133		16,084		15,228			256,445		198,284			1,063		12,534			211,881
Claims provision		46,683		—		—			46,683		49,301			—		—			49,301
Amortization		2,016		3,281		230			5,527		1,638			—		(634	)		1,004
Exit and termination cost		3,457		—		—			3,457		(532	)		—		—			(532	)
Other expenses		117,592		17,402		23,954			158,948		111,860			407		16,239			128,506
Operating income before taxes	$	113,294	$	844	$	(19,438	)	$	94,700	$	112,830		$	336	$	(17,035	)	$	96,131

	Six Months Ended June 30, 2004									Six Months Ended June 30, 2003
	Title Operations		Lender Services		Corporate & Other			Consolidated		Title Operations			Lender Services			Corporate & Other			Consolidated
Operating revenues:
Direct revenue	$	689,765	$	77,576	$	23,201		$	790,542	$	671,991		$	2,656		$	18,279		$	692,926
Agency revenue		873,164		—		—			873,164		837,848			—			—			837,848
Total operating revenue		1,562,929		77,576		23,201			1,663,706		1,509,839			2,656			18,279			1,530,774
Investment income		25,395		296		12,082			37,773		27,422			—			2,124			29,546
		1,588,324		77,872		35,283			1,701,479		1,537,261			2,656			20,403			1,560,320
Agents’ commissions		699,074		—		—			699,074		670,761			—			—			670,761
Personnel costs		410,792		31,602		27,838			470,232		377,141			1,956			24,049			403,146
Claims provision		85,712		—		—			85,712		83,609			—			—			83,609
Amortization		2,528		6,597		1,149			10,274		2,307			—			(1,204	)		1,103
Exit and termination cost		5,394		—		—			5,394		(532	)		—			—			(532	)
Other expenses		224,772		35,035		43,888			303,695		208,134			858			32,502			241,494
Operating income before taxes	$	160,052	$	4,638	$	(37,592	)	$	127,098	$	195,841		$	(158	)	$	(34,944	)	$	160,739

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LandAmerica Financial Group, Inc. and Subsidiaries – Summary of Operations

(In thousands except per share data)

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
Operating revenues	$	903,788		$	834,326		$	1,663,706		$	1,530,774
Investment and other income		17,121			12,993			33,632			26,375
Net realized investment gains		1,054			983			4,141			3,171
TOTAL REVENUES		921,963			848,302			1,701,479			1,560,320
Agents’ commissions		356,203			362,011			699,074			670,761
Salaries and employee benefits		256,445			211,881			470,232			403,146
General, administrative and other		141,016			114,608			270,375			215,489
Provision for policy and contract claims		46,683			49,301			85,712			83,609
Premium taxes		10,925			10,860			20,504			19,957
Interest expense		7,007			3,038			12,816			6,048
Amortization		5,527			1,004			10,274			1,103
Exit and termination costs		3,457			(532	)		5,394			(532	)
TOTAL EXPENSES		827,263			752,171			1,574,381			1,399,581
Income before income taxes		94,700			96,131			127,098			160,739
Income tax expense:
Current		37,827			38,329			55,148			56,096
Deferred		(4,589	)		(4,201	)		(10,409	)		645
Net income	$	61,462		$	62,003		$	82,359		$	103,998
Net income per common share	$	3.35		$	3.38		$	4.45		$	5.68
Weighted average number of common shares outstanding		18,371			18,370			18,496			18,320
Net income per common share assuming dilution	$	3.32		$	3.33		$	4.41		$	5.62
Weighted average number of common shares outstanding assuming dilution		18,496			18,593			18,662			18,509
Cash flows from operations		128,248			140,276			130,266			161,319
Orders opened:
April		125.5			129.0
May		101.7			151.0
June		103.8			173.5
Total orders opened		331.0			453.5			677.3			827.5
Total orders closed		285.8			320.4			487.7			577.6

	June 30, 2004		December 31, 2003
Cash and investments	$	1,394,369	$	1,308,462
Total assets		3,051,708		2,717,460
Policy and contract claims		688,044		659,571
Deferred service arrangements		175,959		163,462
Shareholders’ equity		1,081,033		1,044,478
Book value per share attributable to common shareholders	$	59.54	$	55.51
Book value per share attributable to intangibles	$	38.86	$	31.00
Tangible book value per share attributable to common shareholders	$	20.68	$	24.51

The company cautions readers that the statements contained herein regarding the company’s future financial condition, 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. 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 condition; (ii) the company’s inability to manage successfully its acquisitions of complementary businesses could adversely affect the company’s business, operating results, and financial condition; (iii) competition in the company’s industry affects its revenues; (iv) significant industry changes and new product and service introductions require timely and cost-effective responses; (v) the company may not succeed in implementing its strategy of becoming a major provider of real estate transaction management services; (vi) the company’s insurance subsidiaries are subject to government regulation; and (vii) the company’s litigation risks include substantial claims by large classes of claimants. For more details on factors that could affect expectations, see the company’s Annual Report on Form 10-K for the year ended December 31, 2003, 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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