<PAGE>
1
SECURITIES AND EXCHANGE COMMISSION
OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10 - Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1997 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-4625
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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Shares Outstanding
Class June 30, 1997
--------------------------- ------------------
Common Stock / $1 par value 86,887,594 *
* Excludes 6,658,901 common shares issued, outstanding and held by an affiliate,
which are classified as treasury stock for financial accounting purposes only.
There are 12 pages contained in this report.
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2
OLD REPUBLIC INTERNATIONAL CORPORATION
Report on Form 10-Q / June 30, 1997
INDEX
- -------------------------------------------------------------------------------
PAGE NO.
--------
PART I FINANCIAL INFORMATION:
CONSOLIDATED SUMMARY BALANCE SHEETS 3
CONSOLIDATED SUMMARY STATEMENTS OF INCOME 4
CONSOLIDATED SUMMARY STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS 6
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS 7 - 9
PART II OTHER INFORMATION 10 - 12
<PAGE>
3
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY BALANCE SHEETS (Unaudited)
($ in Millions)
--------------------------------------------------------------------------------------------------------------
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Assets
Investments: Held to maturity:
Fixed maturity securities (at amortized cost)
(fair value: $2,111.5 and $2,045.6) $2,097.2 $2,022.9
Other long-term investments (at cost) 15.6 25.1
------------ ------------
Total 2,112.8 2,048.1
------------ ------------
Available for sale:
Fixed maturity securities (at fair value)
(cost: $2,010.6 and $1,957.7) 2,027.3 1,984.2
Equity securities (at fair value) (cost: $61.6 and $74.6) 111.7 116.1
Short-term investments (at fair value which approximates cost) 357.2 265.7
------------ ------------
Total 2,496.2 2,366.0
------------ ------------
Total investments 4,609.1 4,414.2
------------ ------------
Other Assets:Cash 31.0 35.3
Accrued investment income 72.8 72.2
Accounts and notes receivable 301.8 298.7
Reinsurance balances and funds held 102.8 112.8
Reinsurance recoverable:Paid losses 32.1 26.5
Policy and claim reserves 1,356.4 1,396.2
Deferred policy acquisition costs 116.9 114.6
Sundry assets 203.0 185.3
------------ ------------
2,217.2 2,241.9
------------ ------------
Total Assets $6,826.3 $6,656.2
============ ============
-------------------------------------------------------------------------------------------------------------
Liabilities, Preferred Stock and
Common Shareholders' Equity
Liabilities: Future policy benefits $177.3 $183.6
Losses, claims and settlement expenses 3,528.6 3,541.8
Unearned premiums 363.0 386.8
Other policyholders' benefits and funds 59.2 65.3
------------ ------------
Total policy liabilities and accruals 4,128.2 4,177.5
Commissions, expenses, fees and taxes 112.9 112.6
Reinsurance balances and funds 160.3 173.7
Federal income tax payable:Current 10.1 1.9
Deferred 61.8 39.1
Debt and debt equivalents 235.7 154.0
Sundry liabilities 77.4 76.5
------------ ------------
Total liabilities 4,786.6 4,735.6
------------ ------------
Preferred Redeemable convertible preferred stock 20.4 19.3
Stock: Convertible preferred stock 1.0 1.2
------------ ------------
Total preferred stock 21.5 20.6
------------ ------------
Common Common stock 96.7 96.0
Shareholders'Additional paid-in capital 580.7 575.6
Equity: Net unrealized appreciation of securities 42.8 43.4
Retained earnings 1,357.1 1,223.3
Treasury stock (at cost) (59.3) (38.4)
------------ ------------
Total Common Shareholders' Equity 2,018.2 1,900.0
------------ ------------
Total Liabilities, Preferred Stock
and Common Shareholders' Equity $6,826.3 $6,656.2
============ ============
See accompanying notes.
</TABLE>
<PAGE>
4
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY STATEMENTS OF INCOME (Unaudited)
($ in Millions, Except Common Share Data)
---------------------------------------------------------------------------------------------------------------
Quarters Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues: Net premiums earned $361.8 $341.7 $707.6 $661.9
Title, escrow and other fees 40.7 40.6 72.5 74.3
Net investment income 65.9 63.9 133.6 129.5
Realized investment gains 5.3 1.3 16.1 7.1
Other income 18.7 5.5 24.4 11.3
----------- ----------- ----------- -----------
Net revenues 492.6 453.3 954.4 884.2
----------- ----------- ----------- -----------
Expenses: Benefits, claims and settlement expenses 192.2 193.6 385.7 376.1
Underwriting, acquisition and
insurance expenses 176.4 172.2 347.2 337.3
Interest and other expenses 3.0 3.7 6.1 9.9
----------- ----------- ----------- -----------
Total expenses 371.8 369.6 739.0 723.4
----------- ----------- ----------- -----------
Income before income taxes and items below 120.8 83.7 215.3 160.8
----------- ----------- ----------- -----------
Income Taxes: Currently payable 19.7 13.3 39.2 27.8
Deferred 13.0 13.7 23.1 23.4
----------- ----------- ----------- -----------
Total income taxes 32.7 27.0 62.3 51.2
----------- ----------- ----------- -----------
88.0 56.6 153.0 109.6
Other items - net 0.2 0.4 0.5 0.8
----------- ----------- ----------- -----------
Income before extraordinary item 88.3 57.0 153.5 110.5
Extraordinary item (net of tax credits
of $.6 and $2.4, respectively) --- (1.1) --- (4.4)
----------- ----------- ----------- -----------
Net Income: $88.3 $55.9 $153.5 $106.0
=========== =========== =========== ===========
Earnings and
Dividends Per
Common Share: Primary Earnings:
Before extraordinary item $0.94 $0.59 $1.62 $1.17
Extraordinary item --- (0.01) --- (0.05)
----------- ----------- ----------- -----------
Net income $0.94 $0.58 $1.62 $1.12
=========== =========== =========== ===========
Fully Diluted Earnings:
Before extraordinary item $0.94 $0.59 $1.62 $1.15
Extraordinary item --- (0.01) --- (0.05)
----------- ----------- ----------- -----------
Net income $0.94 $0.58 $1.62 $1.10
=========== =========== =========== ===========
Cash dividends $0.130 $0.110 $0.240 $0.197
=========== =========== =========== ===========
Stock dividends --% --% --% 50%
=========== =========== =========== ===========
Average number of common and common
equivalent shares outstanding:
Primary 94,097,186 94,113,365 94,302,434 92,546,115
=========== =========== =========== ===========
Fully Diluted 94,460,715 94,420,963 94,723,622 94,454,866
=========== =========== =========== ===========
See accompanying notes.
</TABLE>
<PAGE>
5
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in Millions)
--------------------------------------------------------------------------------------------------------------
Six Months Ended
June 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $153.5 $106.0
Change in non-cash items:
Deferred policy acquisition costs (1.8) 0.9
Premiums and other receivables (0.1) 9.3
Unpaid claims and related items 22.5 28.0
Future policy benefits and policyholders' funds (28.0) (21.5)
Income taxes 30.9 21.5
Reinsurance balances and funds (9.1) (5.9)
Accounts payable, accrued expenses and other (15.3) (19.4)
------------ ------------
Total 152.4 118.9
------------ ------------
Cash flows from investing activities:
Sales of fixed maturity securities:
Held to maturity:
Maturities and early calls 71.9 52.5
Available for sale:
Maturities and early calls 87.4 105.7
Other 44.9 47.5
Sales of equity securities 16.8 10.9
Sales of other investments 11.3 3.2
Sales of fixed assets for company use 1.6 1.0
Purchases of fixed maturity securities:
Held to maturity (146.5) (144.9)
Available for sale (185.8) (87.3)
Purchases of equity securities (3.8) (13.7)
Purchases of other investments (1.7) (1.1)
Purchases of fixed assets for company use (5.7) (5.7)
Purchase of investment in subsidiaries --- (1.0)
Other-net (2.1) (6.9)
------------ ------------
Total (111.6) (39.9)
------------ ------------
Cash flows from financing activities:
Increase in term loans 10.0 52.0
Issuance of preferred and common stocks 3.9 12.2
Issuance of debentures and notes 116.8 ---
Repayments of term loans (42.0) (47.1)
Redemption of debentures and notes (0.8) (105.0)
Dividends on common shares (20.8) (16.8)
Dividends on preferred shares (1.4) (3.9)
Purchase of treasury stock (20.8) ---
Other-net 1.7 1.2
------------ ------------
Total 46.4 (107.4)
------------ ------------
Increase (decrease) in cash and short-term investments 87.2 (28.4)
Cash and short-term investments, beginning of period 301.0 332.1
------------ ------------
Cash and short-term investments, end of period $388.2 $303.7
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $4.1 $10.4
============ ============
Income taxes $31.1 $28.4
============ ============
See accompanying notes.
</TABLE>
<PAGE>
6
OLD REPUBLIC INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS (Unaudited)
($ in Millions, Except Share Data)
- -------------------------------------------------------------------------------
1. Accounting Policies and Basis of Presentation:
----------------------------------------------
The accompanying consolidated summary financial statements have been
prepared in conformity with generally accepted accounting principles as
described in the Corporation's latest annual report to shareholders or as
disclosed herein. The financial accounting and reporting process relies on
estimates and on the exercise of judgement, but in the opinion of management
all adjustments, consisting of normal recurring accruals, necessary to a
fair presentation of the accompanying statements have been reflected
therein. Realized gains or losses on dispositions of investment securities
have been reflected in the operating results for each period presented.
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 128 (FAS-128) Earnings Per Share, in
February, 1997. This statement is effective for accounting periods ending
after December 15, 1997. Earlier application is not permitted.
FAS-128 establishes a new methodology for computing earnings per share. It
replaces Primary Earnings Per Share with Basic Earnings Per Share. 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
period. Fully Diluted Earnings Per Share per FAS-128 is computed in a
fashion similar to existing FASB pronouncements.
Pursuant to FAS-128, Basic Earnings Per Share would be as follows:
Quarters Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1997 1996 1997 1996
---- ---- ---- ----
Basic Earnings Per Share:
Before extraordinary item $ 1.01 $ .63 $ 1.75 $ 1.25
Extraordinary item - (.01) - (.05)
------- ------- ------- -------
Net income $ 1.01 $ .62 $ 1.75 $ 1.20
======= ======= ======= =======
2. Common Share Data:
-----------------
Earnings per share have been calculated on the basis of average common and
common equivalent shares outstanding for the quarters and six months ended
June 30, 1997 and 1996. Retroactive adjustment has been made for all stock
dividends and splits declared through June 30, 1997. Primary earnings per
share calculations give effect to the deduction of dividend requirements
applicable to preferred stock of $-- and $.1 for the quarter and six months
ended June 30, 1997, respectively, and $1.2 and $2.4 for the quarter and six
months ended June 30, 1996, respectively. Fully diluted earnings per share
are similarly calculated, after taking into account substantially all
convertible securities and options includable for each period.
Common shares outstanding were 86,887,594 at June 30, 1997 after elimination
of 6,658,901 shares issued and outstanding, which are held by a consolidated
affiliate. These shares are classified as treasury stock for financial
accounting purposes only.
3. Unrealized Appreciation of Investments:
--------------------------------------
Cumulative net unrealized gains on fixed maturity securities available for
sale and equity securities credited to a separate account in common
shareholders' equity amounted to $42.8 at June 30, 1997. Unrealized
appreciation of investments, before applicable income taxes of $23.6, at
June 30, 1997 included gross unrealized gains and (losses) of $78.8 and
$(12.2), respectively.
For the six months ended June 30, 1997 and 1996, net unrealized depreciation
of investments, net of deferred income taxes, amounted to $.5 and $42.0,
respectively.
<PAGE>
7
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Six Months Ended June 30, 1997 and 1996
- -------------------------------------------------------------------------------
OVERVIEW
This analysis pertains to the consolidated accounts of Old Republic
International Corporation. The Company conducts its business through four major
segments, namely its General (property and liability coverages), Mortgage
Guaranty, Title, and Life insurance groups.
NON-RECURRING ITEMS
In this year's second quarter, several life insurance subsidiaries recovered
income taxes and related accumulated interest due to favorable resolution with
the Internal Revenue Service of various outstanding issues pertaining to income
tax returns for the years 1979 through 1982. These cash recoveries, net of
miscellaneous charges, increased other income by $12.6 million, reduced income
tax expense by $5.9 million and increased after-tax consolidated earnings by
$14.2 million for the quarter and six months ended June 30, 1997.
FINANCIAL POSITION
Old Republic's financial position at June 30, 1997 reflected increases in
assets, liabilities and common shareholders' equity of 2.6%, 1.1% and 6.2%,
respectively when compared to the immediately preceding year-end. Cash and
invested assets represented 69.0% and 67.9% of consolidated assets as of June
30, 1997 and December 31, 1996, respectively. Relatively high short-term
maturity investment positions continued to be maintained as of June 30, 1997 to
provide necessary liquidity for specific operating needs and to enhance
flexibility in investment strategy. Changes in short-term investments reflect a
large variety of seasonal and intermediate-term factors including seasonal
operating cash needs, investment strategy, and expectations as to trends in
interest yields. Accordingly, the future level of short-term investments will
vary and respond to the dynamics of these factors and may, as a result, increase
or decrease from current levels. During the first six months of 1997, the
Corporation committed substantially all investable funds in short to
intermediate-term fixed maturity securities. Old Republic continues to adhere to
its long-term policy of investing primarily in investment grade, marketable
securities; the Corporation has not directed its investable funds to so-called
"junk bonds" or derivative types of securities. During the first six months of
1997, Old Republic's commitment to equity securities decreased by 3.8% vis-a-vis
the related invested balance at year-end 1996. As of June 30, 1997, the carrying
value of fixed maturity securities in default as to principal or interest was
immaterial in relation to consolidated assets or shareholders' equity.
Consolidated operations produced positive cash flows in this year's first half.
The parent holding company has met 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. Additionally, the terms of guarantees by the Company
of bank loans to the trustee of the Company's Employees Savings and Stock
Ownership Plan require the Company to maintain a minimum consolidated tangible
net worth and restrict the amount of debt the Company may incur, both of which
covenants are being met.
Old Republic's capitalization of $2.27 billion at June 30, 1997 consisted of
debt and debt equivalents of $235.7 million, redeemable convertible preferred
stock of $20.4 million (excluding $6.1 million of such stock classified as a
debt equivalent), convertible preferred stock of $1.0 million, and common
shareholders' equity of $2.01 billion. The increase in the common shareholders'
equity account during the six months ended June 30, 1997 reflects primarily the
retention of earnings in excess of dividends declared on outstanding preferred
and common shares offset to some degree by a slight decline in the value of
bonds and stocks carried at market value and the reacquisition of approximately
$21 million worth of common shares pursuant to a previously announced plan.
During the second quarter of 1997, the Company issued $115 million of 7%
debentures maturing June 15, 2007. Proceeds from this offering will be used to
redeem commercial paper debt, $42 million in the second quarter, and other
general corporate purposes.
In February 1996, the Company called for redemption its 10% debentures maturing
in 2018 ($75.0 million principal amount ) and its 5.75% convertible subordinated
debentures maturing in 2002 ($110.0 million principal amount); in April 1996,
the Company called for redemption its 11.5% debentures maturing in 2015 ($30.0
million principal amount); redemption of the debentures was effected with
internally available funds, while the subordinated debentures were converted by
their terms into approximately 6.4 million Old Republic common shares. As a
result of these redemptions and conversions, the Company's debt decline by
$215.0 million while its common shareholders' equity account rose by $108.6
during 1996. In December 1996, the Company redeemed all ($54.8 million) of its
Series "H" cumulative preferred stock with available funds.
<PAGE>
8
RESULTS OF OPERATIONS
Revenues:
Consolidated net premiums and fees earned in the first half of 1997 amounted to
$780.1 million and were 6.0% above the amount reported for the first half of
1996. For the second quarter of 1997, consolidated net premiums and fees earned
amounted to $402.5 million, 5.3% above the amount reported for the second
quarter of 1996. For the second quarter of 1997, the General Insurance Group
posted a 1.9% increase in earned premiums to $227.5 million. Growth continued at
a slow pace, as the company retained a disciplined underwriting posture in a
highly competitive market. Premium growth in the Mortgage Guaranty Group was
enhanced principally by a rise in the amount of renewal business and market
expansion; as a result, earned premiums increased by 21.2% to $66.5 million from
$54.9 million in the year-ago quarter. Title Group premium and fee revenues
increased 4.1% to $97.7 million in the second quarter of 1997 when compared to
the same quarter of 1996, while the Life and Health Group's premium volume
increased moderately to $10.7 million.
The General Insurance Group's net premiums earned increased 3.1% to $441.5
million in the first half of 1997. The Mortgage Guaranty Group continued to
experience double-digit volume growth and reported net premiums earned of $131.1
million, an increase of 23.6%. The Title Insurance Group reported premiums and
fees in the first half of $181.5 million, up from $177.6 million in the year-ago
period. Life and health premiums also rose 7.3% to $25.7 million during the same
1997 period, but remained at approximately 3% of consolidated premiums and fees.
Consolidated net investment income was $133.6 million in the first half of 1997
and $65.9 million in the second quarter of 1997 compared to $129.5 million and
$63.9 million, respectively in the same quarter and six month periods of 1996.
This revenue source was affected by positive consolidated operating cash flows
and by a concentration of investable assets in interest-bearing, fixed maturity
securities. In 1996, the Company, as previously noted, used internal funds to
refund an aggregate of $159.8 million of outstanding debt and preferred stock,
thus reducing its invested asset base. The average annualized yield on
investments was approximately 6.0% at the end of June 30, 1997 and 1996,
respectively. These yields reflect at once the relatively short maturity of Old
Republic's fixed maturity securities portfolio, recurring changes in interest
rates, and the commitment of a larger percentage of investable funds to
tax-exempt fixed maturity securities that typically bear lower current yields.
The Company's investment policies have not been designed to maximize realized
investment gains. Realized gains of $16.1 million in the first half of 1997 were
mostly due to the sale of equity securities. Dispositions of securities have
been caused principally by calls prior to maturity by issuers of bonds and notes
and by sales of equity securities. For the first six months of 1997,
approximately 78% of total dispositions represented maturities and early calls
of existing holdings; for the year 1996 these transactions amounted to
approximately 72% of the total dispositions.
Expenses:
Consolidated benefit, claim and settlement costs, as a percentage of net
premiums and fees earned, were approximately 49% and 51% in the first six months
of 1997 and 1996, respectively. For the second quarter of each year, these
ratios were 48% in 1997 and 51% in 1996. Claims experience for property and
liability coverages improved in both periods due to reduced costs from
participation in involuntary workers' compensation pools, and more moderate
claim and benefit costs for most coverages in its voluntary business. Mortgage
Guaranty claim costs were slightly higher in the second quarter and first half
of 1997, when compared to the same periods in 1996 as the loan default rate has
continued to trend higher. Title and Life Group claim costs were basically
stable in both quarterly and six months periods.
The ratio of consolidated underwriting, acquisition and insurance expenses to
net premiums and fees earned was 45% and 46% in the first six months of 1997 and
1996, respectively. These ratios were 44% and 45% for the second quarters of
1997 and 1996, respectively. Variations in these percentages between comparative
periods typically reflect changing patterns in the mix of business and the
varying production costs pertaining thereto. During each of the periods reported
upon, these ratios were basically stable for each of the Company's major
segments.
Income from Operations and Net Income:
Income from operations before realized investment gains, taxes and other items
increased by 40.1% in the second quarter and 29.6% in the first six months of
1997 when compared to the same periods one year ago. Excluding the
aforementioned non-recurring item, income from operations before realized
investment gains, taxes and other items increased by 24.9% and 21.3% in the
second quarter and first six months of 1997 when compared to the same periods in
1996. The Corporation's General, Mortgage Guaranty and Life insurance segments
reflected higher pre-tax operating earnings for each period reported upon. The
Title insurance segment posted a decline in pre-tax operating earnings for the
first half of 1997 compared to the first half of 1996 for the aforementioned
reasons and a greater increase in expenses than revenues.
<PAGE>
9
The effective consolidated income tax rate, excluding the effects of the
non-recurring items, was 32% in the second quarters and six month periods of
1997 and 1996, respectively. The rates for each period reflect primarily the
varying proportions of pre-tax operating income derived from tax-sheltered
investment income (principally tax-exempt interest) on the one hand, and fully
taxable investment and underwriting/service income on the other hand.
The aforementioned early retirement of the Company's 10% debentures of 2018
produced a net of tax charge of $3.3 million (4 cents per share) that has been
reflected as an extraordinary item in 1996's first quarter while the retirement
of the Company's 11.5% debentures of 2015 produced an additional net of tax
charge of $1.1 million (1 cent per share) that has been reflected as an
extraordinary item in 1996's second quarter.
OTHER INFORMATION
Historical data pertaining to the operating results, liquidity, and other
financial matters applicable to an insurance enterprise such as the Company are
not necessarily indicative of results to be achieved in succeeding years. 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 are some
of the factors which have a bearing on quarter-to-quarter and year-to-year
comparisons and future operating results.
<PAGE>
10
OLD REPUBLIC INTERNATIONAL CORPORATION
FORM 10 - Q
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
(a) The annual meeting of registrant's shareholders was held on May 23, 1997.
(b) Proxies for the meeting were solicited by management pursuant to Regulation
14A under the Security Exchange Act of 1934. There was no solicitation in
opposition to management's nominees for directors as listed in the proxy
statement and all such nominees were elected.
(c) At the meeting, the shareholders voted on the following matters:
1. The election of four Class I directors. There were at least
85,427,513 affirmative votes for each director and no more
than 884,457 votes withheld.
2. A shareholder had advised the company that he proposed
making a resolution regarding the eligibility of directors
to be nominated or renominated for election after attaining
age 70. The shareholder, however, failed to attend the
Annual Shareholders Meeting and no resolution was made or
brought to a vote.
Item 6 - Exhibits and reports on Form 8-K
- -----------------------------------------
(a) Exhibits
1. Earnings per share.
(b) Reports on Form 8-K
1. The registrant filed a report on Form 8-K on May 30, 1997
reporting on the adoption of amendments to a Rights
Agreement between the Company and the First Chicago Trust
Company of New York. The amended and restated Rights
Agreement dated May 15, 1997 was filed as an exhibit to a
Form 8-A filed the same day. Also, attached as an exhibit to
the Form 8-A was a Certificate of Designation of a Series A
Junior Participating Preferred Stock which would be issued
pursuant to the Rights Agreement.
2. The registrant filed a report on Form 8-K on June 19, 1997
reporting on the issuance of $115,000,000 of aggregate
principal amount of 7% debentures due June 15, 2007. This
issuance was made supplement to a registration made June 1,
1992 on a Form S-3.
Items other than those listed are omitted because they are not required.
<PAGE>
11
SIGNATURE
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 thereunto duly authorized.
Old Republic International Corporation
--------------------------------------
(Registrant)
Date: August 13, 1997
---------------
/s/ Paul. D. Adams
--------------------------------------
P. D. Adams
Senior Vice President &
Chief Financial Officer
12
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EARNINGS PER SHARE EXHIBIT
(Amounts in millions, except per share data)
----------------------------------------------------------------------------------------------------------------
Computation of Primary Earnings Per Share
-------------------------------------------------
Quarters Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of common shares outstanding 86.9 86.5 86.9 84.9
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 6.2 6.8 6.4 6.8
Stock Options 0.9 0.7 0.9 0.7
---------- ---------- ---------- ----------
Weighted average number of common and common equivalent share 94.0 94.1 94.3 92.5
========== ========== ========== ==========
Net income for the period $88.3 $55.9 $153.5 $106.0
Less dividends applicable to appropriate Series of
Redeemable and Convertible Preferred Stock --- 1.2 0.1 2.4
---------- ---------- ---------- ----------
Adjusted net income $88.2 $54.7 $153.4 $103.5
========== ========== ========== ==========
Primary earnings per share $0.94 $0.58 $1.62 $1.12
========== ========== ========== ==========
</TABLE>
----------------------------------------------------------------------------
<TABLE>
Computation of Fully Diluted Earnings Per Share
-------------------------------------------------
Quarters Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of common shares outstanding 86.9 86.5 86.9 84.9
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 6.3 7.0 6.6 7.0
Convertible Subordinated Debentures --- --- --- 1.5
Stock Options 1.1 0.8 1.1 0.9
---------- ---------- ---------- ----------
Weighted average number of common and common equivalent share 94.4 94.4 94.7 94.4
========== ========== ========== ==========
Net income for the period $88.3 $55.9 $153.5 $106.0
Less dividends applicable to appropriate Series of
Cumulative Preferred Stock --- 1.1 --- 2.3
Plus interest applicable to Convertible Debentures --- --- --- 0.4
---------- ---------- ---------- ----------
Adjusted net income $88.3 $54.7 $153.5 $104.0
========== ========== ========== ==========
Fully diluted earnings per share $0.94 $0.58 $1.62 $1.10
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from
Old Republic International's consolidated balance sheet and consolidated
statement of income and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
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<MORTGAGE> 8
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<TOTAL-INVEST> 4,609
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<RECOVER-REINSURE> 32
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<TOTAL-ASSETS> 6,826
<POLICY-LOSSES> 3,705
<UNEARNED-PREMIUMS> 363
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 59
<NOTES-PAYABLE> 235
20
1
<COMMON> 96
<OTHER-SE> 1,921
<TOTAL-LIABILITY-AND-EQUITY> 6,826
707
<INVESTMENT-INCOME> 133
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<EPS-PRIMARY> 1.62
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</TABLE>
