<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 September 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) 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 September 30, 1997
- --------------------------- ------------------------
Common Stock / $1 par value 92,803,887 *
* Excludes 6,658,901 common shares issued, outstanding and held by an affiliate,
which are classified as treasury stock for financial accounting purposes only.
There are 12 pages contained in this report.
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2
OLD REPUBLIC INTERNATIONAL CORPORATION
Report on Form 10-Q / September 30, 1997
INDEX
- --------------------------------------------------------------------------------
PAGE NO.
-----------
PART I FINANCIAL INFORMATION:
CONSOLIDATED SUMMARY BALANCE SHEETS 3
CONSOLIDATED SUMMARY STATEMENTS OF INCOME 4
CONSOLIDATED SUMMARY STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS 6
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS 7 - 9
PART II OTHER INFORMATION 10 - 12
<PAGE>
3
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY BALANCE SHEETS (Unaudited)
($ in Millions)
----------------------------------------------------------------------------------------------------------------------------------
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Assets
Investments: Held to maturity:
Fixed maturity securities (at amortized cost)
(fair value: $2,150.1 and $2,045.6) $2,109.5 $2,022.9
Other long-term investments (at cost) 17.4 25.1
------------ ------------
Total 2,127.0 2,048.1
------------ ------------
Available for sale:
Fixed maturity securities (at fair value)
(cost: $2,038.9 and $1,957.7) 2,080.5 1,984.2
Equity securities (at fair value) (cost: $60.5 and $74.6) 117.5 116.1
Short-term investments (at fair value which approximates cost) 314.2 265.7
------------ ------------
Total 2,512.3 2,366.0
------------ ------------
Total investments 4,639.3 4,414.2
------------ ------------
Other Assets:Cash 33.0 35.3
Accrued investment income 74.6 72.2
Accounts and notes receivable 323.3 298.7
Reinsurance balances and funds held 89.9 112.8
Reinsurance recoverable:Paid losses 25.1 26.5
Policy and claim reserves 1,351.5 1,396.2
Deferred policy acquisition costs 122.8 114.6
Sundry assets 204.2 185.3
------------ ------------
2,224.8 2,241.9
------------ ------------
Total Assets $6,864.2 $6,656.2
============ ============
------------------------------------------------------------------------------------------------------------
Liabilities, Preferred Stock and
Common Shareholders' Equity
Liabilities: Future policy benefits $182.0 $183.6
Losses, claims and settlement expenses 3,557.7 3,541.8
Unearned premiums 370.1 386.8
Other policyholders' benefits and funds 58.2 65.3
------------ ------------
Total policy liabilities and accruals 4,168.0 4,177.5
Commissions, expenses, fees and taxes 122.6 112.6
Reinsurance balances and funds 138.6 173.7
Federal income tax payable:Current 3.8 1.9
Deferred 88.3 39.1
Debt and debt equivalents 151.0 154.0
Sundry liabilities 86.6 76.5
------------ ------------
Total liabilities 4,759.2 4,735.6
------------ ------------
Preferred Redeemable convertible preferred stock --- 19.3
Stock: Convertible preferred stock 1.0 1.2
------------ ------------
Total preferred stock 1.0 20.6
------------ ------------
Common Common stock 103.0 96.0
Shareholders'Additional paid-in capital 603.1 575.6
Equity: Guaranteed obligation - ESSOP (6.1) ---
Net unrealized appreciation of securities 64.0 43.4
Retained earnings 1,413.9 1,223.3
Treasury stock (at cost) (74.1) (38.4)
------------ ------------
Total Common Shareholders' Equity 2,103.9 1,900.0
------------ ------------
Total Liabilities, Preferred Stock
and Common Shareholders' Equity $6,864.2 $6,656.2
============ ============
See accompanying notes.
</TABLE>
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4
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY STATEMENTS OF INCOME (Unaudited)
($ in Millions, Except Common Share Data)
----------------------------------------------------------------------------------------------------------------------------------
Quarters Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues: Net premiums earned $372.4 $342.6 $1,080.0 $1,004.5
Title, escrow and other fees 44.3 37.0 116.9 111.3
Net investment income 69.0 65.3 202.7 194.8
Realized investment gains 1.4 6.2 17.6 13.4
Other income 5.8 4.7 30.3 16.0
----------- ----------- ----------- -----------
Net revenues 493.2 456.0 1,447.7 1,340.2
----------- ----------- ----------- -----------
Expenses: Benefits, claims and settlement expenses 201.7 185.9 587.5 562.1
Underwriting, acquisition and
insurance expenses 186.4 176.6 533.6 513.9
Interest and other expenses 3.9 2.9 10.0 12.9
----------- ----------- ----------- -----------
Total expenses 392.1 365.5 1,131.2 1,088.9
----------- ----------- ----------- -----------
Income before income taxes and items below 101.0 90.4 316.4 251.3
----------- ----------- ----------- -----------
Income Taxes: Currently payable 16.4 24.4 55.6 52.2
Deferred 15.5 4.3 38.6 27.7
----------- ----------- ----------- -----------
Total income taxes 31.9 28.7 94.3 80.0
----------- ----------- ----------- -----------
69.1 61.6 222.1 171.2
Other items - net --- --- 0.5 0.9
----------- ----------- ----------- -----------
Income before extraordinary item 69.1 61.7 222.7 172.2
Extraordinary item (net of tax
credits of $2.4) --- --- --- (4.4)
----------- ----------- ----------- -----------
Net Income: $69.1 $61.7 $222.7 $167.7
=========== =========== =========== ===========
Earnings and
Dividends Per
Common Share: Primary Earnings:
Before extraordinary item $0.73 $0.64 $2.35 $1.81
Extraordinary item --- --- --- (0.05)
----------- ----------- ----------- -----------
Net income $0.73 $0.64 $2.35 $1.76
=========== =========== =========== ===========
Fully Diluted Earnings:
Before extraordinary item $0.73 $0.64 $2.34 $1.79
Extraordinary item --- --- --- (0.05)
----------- ----------- ----------- -----------
Net income $0.73 $0.64 $2.34 $1.74
=========== =========== =========== ===========
Cash dividends $0.130 $0.110 $0.370 $0.307
=========== =========== =========== ===========
Stock dividends --% --% --% 50%
=========== =========== =========== ===========
Average number of common and common
equivalent shares outstanding:
Primary 94,322,398 94,241,978 94,356,149 93,190,079
=========== =========== =========== ===========
Fully Diluted 94,821,773 94,664,729 95,059,094 94,648,198
=========== =========== =========== ===========
See accompanying notes.
</TABLE>
<PAGE>
5
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in Millions)
---------------------------------------------------------------------------------------------------------------
Nine Months Ended
September 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $222.7 $167.7
Change in non-cash items:
Deferred policy acquisition costs (8.1) (3.5)
Premiums and other receivables (14.5) 13.5
Unpaid claims and related items 59.1 28.9
Future policy benefits and policyholders' funds (18.1) (17.2)
Income taxes 40.1 23.3
Reinsurance balances and funds (11.0) 1.5
Accounts payable, accrued expenses and other 2.7 (4.1)
------------ ------------
Total 272.8 210.1
------------ ------------
Cash flows from investing activities:
Sales of fixed maturity securities:
Held to maturity:
Maturities and early calls 126.5 66.1
Available for sale:
Maturities and early calls 171.3 141.8
Other 55.5 75.8
Sales of equity securities 19.7 37.7
Sales of other investments 11.9 3.6
Sales of fixed assets for company use 2.6 1.4
Purchases of fixed maturity securities:
Held to maturity (212.4) (253.0)
Available for sale (311.1) (148.5)
Purchases of equity securities (5.7) (20.4)
Purchases of other investments (4.2) (1.9)
Purchases of fixed assets for company use (8.7) (8.7)
Purchase of investment in subsidiaries (3.1) (1.0)
Other-net (4.2) (8.2)
------------ ------------
Total (161.9) (115.2)
------------ ------------
Cash flows from financing activities:
Increase in term loans 10.0 52.0
Issuance of preferred and common stocks 6.1 14.1
Issuance of debentures and notes 116.8 ---
Repayments of term loans (127.0) (47.1)
Redemption of debentures and notes (1.6) (105.5)
Dividends on common shares (32.9) (26.3)
Dividends on preferred shares (1.7) (5.9)
Purchase of treasury stock (35.7) ---
Other-net 1.3 1.1
------------ ------------
Total (64.7) (117.6)
------------ ------------
Increase (decrease) in cash and short-term investments 46.2 (22.7)
Cash and short-term investments, beginning of period 301.0 332.1
------------ ------------
Cash and short-term investments, end of period $347.2 $309.4
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $5.1 $12.1
============ ============
Income taxes $53.7 $55.4
============ ============
See accompanying notes.
</TABLE>
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6
OLD REPUBLIC INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS (Unaudited)
($ 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 Nine Months Ended
September 30, September 30,
---------------- ----------------
1997 1996 1997 1996
------ ------ ------ ------
Basic Earnings Per Share:
Before extraordinary item $ .77 $ .69 $ 2.51 $ 1.94
Extraordinary item - - - (.05)
------ ------ ------ ------
Net income $ .77 $ .69 $ 2.51 $ 1.89
====== ====== ====== ======
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 nine months ended
September 30, 1997 and 1996. Retroactive adjustment has been made for all
stock dividends and splits declared through September 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 nine months ended September 30, 1997, respectively, and $1.2 and $3.7
for the quarter and nine months ended September 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 92,803,887 at September 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 $64.0 at September 30, 1997. Unrealized
appreciation of investments, before applicable income taxes of $34.8, at
September 30, 1997 included gross unrealized gains and (losses) of $104.0
and $(5.1), respectively.
For the nine months ended September 30, 1997 and 1996, net unrealized
appreciation (depreciation) of investments, net of deferred income taxes,
amounted to $20.5 and $(42.5), respectively.
<PAGE>
7
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Nine Months Ended September 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 ($0.15 per fully diluted common share) for the nine months ended
September 30, 1997.
FINANCIAL POSITION
Old Republic's financial position at September 30, 1997 reflected increases in
assets, liabilities and common shareholders' equity of 3.1%, 0.5% and 10.7%,
respectively when compared to the immediately preceding year-end. Cash and
invested assets represented 69.2% and 67.9% of consolidated assets as of
September 30, 1997 and December 31, 1996, respectively. Relatively high
short-term maturity investment positions continued to be maintained as of
September 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 nine 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 nine months of
1997, Old Republic's commitment to equity securities increased by 1.2% vis-a-vis
the related invested balance at year-end 1996. As of September 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 nine
months. 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 $2.25 billion at September 30, 1997 consisted
of debt and debt equivalents of $151.0 million, convertible preferred stock of
$1.0 million, and common shareholders' equity of $2.10 billion (excluding $6.1
million of common stock classified as a debt equivalent). The increase in the
common shareholders' equity account during the nine months ended September 30,
1997 reflects primarily the retention of earnings in excess of dividends
declared on outstanding preferred and common shares, the conversion of the
remaining redeemable convertible preferred stock, an increase during the first
nine months of 1997 in the value of bonds and stocks carried at market value and
the reacquisition of approximately $36 million worth of common shares pursuant
to a previously announced share repurchase plan.
During the second quarter of 1997, the Company issued $115 million of 7%
debentures maturing September 15, 2007. Proceeds from this offering were used
principally to redeem commercial paper debt.
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
<PAGE>
8
their terms into approximately 6.4 million Old Republic common shares. As a
result of these redemptions and conversions, the Company's debt declined 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 pursuant to the
aforementioned share repurchase plan.
RESULTS OF OPERATIONS
Revenues:
Consolidated net premiums and fees earned in the first nine months of 1997
amounted to $1.19 billion and were 7.3% above the amount reported for the first
nine months of 1996. For the third quarter of 1997, consolidated net premiums
and fees earned amounted to $416.8 million, 9.8% above the amount reported for
the same quarter of 1996. For the third quarter of 1997, the General Insurance
Group posted a 6.6% increase in earned premiums to $230.4 million; growth in
this segment continued at a slow pace due to a soft pricing environment in the
property and liability insurance and reinsurance industry. Premium growth in the
Mortgage Guaranty Group was enhanced principally by a rise in the amount of
renewal business, market expansion, and relatively strong mortgage lending
activity. As a result, mortgage guaranty earned premiums increased by 18.0% to
$69.1 million from $58.5 million in the year-ago quarter. Title Group premium
and fee revenues increased 11.9% to $106.6 million in the third quarter of 1997
when compared to the same quarter of 1996 due to a higher number of closed
orders, and the Life and Health Group's premium volume increased 10.9% to $10.6
million due to greater accident insurance production.
The General Insurance Group's net premiums earned increased 4.3% to $672.0
million in the first nine months of 1997. The Mortgage Guaranty Group continued
to experience double-digit volume growth and reported net premiums earned of
$200.4 million, an increase of 21.6%. The Title Insurance Group reported
premiums and fees in the first nine months of $288.1 million, up from $272.9
million in the year-ago period. Life and health premiums also rose 8.3% to $36.3
million during the same 1997 period, but still remained at approximately 3% of
consolidated premiums and fees.
Consolidated net investment income was $202.7 million in the first nine months
of 1997 and $69.0 million in the third quarter of 1997 compared to $194.8
million and $65.3 million, respectively in the same quarter and nine 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
September 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 $17.6 million in the first nine months 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 nine months of
1997, approximately 84% 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 50% in the first nine
months of 1997 and 1996, respectively. For the third quarter of each year, these
ratios were 48% in 1997 and 49% in 1996. Claims experience for property and
liability coverages improved in the first nine months of 1997 due to reduced
costs from participation in involuntary workers' compensation pools, and more
moderate claim and benefit costs for most coverages in the Company's voluntary
business. Mortgage Guaranty claim costs were slightly higher in the first nine
months of 1997, when compared to the same period in 1996 as the loan default
rate has continued to trend higher. Title and Life Group claim costs were
basically stable in both nine month periods. For the third quarter of 1997,
property and liability claim costs in commercial automobile and general
liability lines were higher due to greater frequency and severity. The Mortgage
Guaranty loss ratio was lower when compared to the same quarter of 1996 due to a
reduction in expected claims emergence. Title Group claim costs were basically
stable.
The ratio of consolidated underwriting, acquisition and insurance expenses to
net premiums and fees earned was 45% and 46% in the first nine months of 1997
and 1996, respectively. These ratios were 45% and 47% for the third quarters of
1997 and 1996, respectively. Variations in these percentages between comparative
<PAGE>
9
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. For the first nine months of 1997, interest expense was moderately
lower due to a reduced level of average debt outstanding; for the third quarter
of 1997 , a temporarily higher level of debt served to increase interest expense
for the period.
Income from Operations and Net Income:
Income from operations before realized investment gains, taxes and other items
increased by 18.3% in the third quarter and by 25.6% in the first nine 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 20.3% in the first nine
months of 1997 when compared to the same period in 1996. All insurance segments
reflected higher pre-tax operating earnings for each quarterly and nine month
periods reported upon.
The effective consolidated income tax rate, excluding the effects of the
non-recurring items, was approximately 32% in the third quarters and nine 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 Old Republic are
not necessarily indicative of results to be achieved in succeeding years. In
addition to the factors cited in the next paragraph, 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 all have a bearing on
period-to-period comparisons and future operating results.
Statements contained in this report may be of a forward-looking nature. Of
necessity, such statements involve assumptions, uncertainties, and risks that
may affect the Company's future performance. With regard to Old Republic's
General insurance segment, its results can be affected in particular by the
level of market competition which is typically a function of available capital
and expected returns on such capital among competitors, the levels of interest
and inflation rates, as well as periodic changes in claim frequency and severity
patterns caused by natural disasters, weather conditions, accidents, illnesses
and work-related injuries. Mortgage Guaranty and Title insurance results can be
affected by such factors as changes in national and regional housing demand and
values, the availability and cost of mortgage loans, employment trends, and
default rates on mortgage loans; mortgage guaranty results may also be affected
by various risk-sharing arrangements with business producers. Life and
disability insurance results can be impacted by the levels of employment and
consumer spending, as well as mortality and health trends. At the holding
company level, results are generally affected by the amount of debt outstanding
and its cost.
<PAGE>
10
OLD REPUBLIC INTERNATIONAL CORPORATION
FORM 10 - Q
PART II - OTHER INFORMATION
------------------------------------------------------------------------------
Item 6 - Exhibits and reports on Form 8-K
(a) Exhibits
1. Earnings per share.
(b) Reports on Form 8-K
1. The registrant has not filed any reports on Form 8-K during the
quarter for which this report is filed.
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: November 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 Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of common shares outstanding 89.6 86.6 87.9 85.5
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 3.4 6.8 5.4 6.8
Stock Options 1.1 0.7 0.9 0.7
---------- ---------- ---------- ----------
Weighted average number of common and common equivalent shares 94.3 94.2 94.3 93.1
========== ========== ========== ==========
Net income for the period $69.1 $61.7 $222.7 $167.7
Less dividends applicable to appropriate Series of
Redeemable and Convertible Preferred Stock --- 1.2 0.1 3.7
---------- ---------- ---------- ----------
Adjusted net income $69.0 $60.5 $222.5 $164.0
========== ========== ========== ==========
Primary earnings per share $0.73 $0.64 $2.35 $1.76
========== ========== ========== ==========
</TABLE>
<TABLE>
Computation of Fully Diluted Earnings Per Share
-------------------------------------------------
Quarters Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of common shares outstanding 89.6 86.6 87.9 85.5
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 3.6 7.0 5.6 7.0
Convertible Subordinated Debentures --- --- --- 1.0
Stock Options 1.5 1.0 1.5 1.0
---------- ---------- ---------- ----------
Weighted average number of common and common equivalent shares 94.8 94.6 95.0 94.6
========== ========== ========== ==========
Net income for the period $69.1 $61.7 $222.7 $167.7
Less dividends applicable to appropriate Series of
Cumulative Preferred Stock --- 1.1 --- 3.6
Plus interest applicable to Convertible Debentures --- --- --- 0.4
---------- ---------- ---------- ----------
Adjusted net income $69.1 $60.5 $222.7 $164.6
========== ========== ========== ==========
Fully diluted earnings per share $0.73 $0.64 $2.34 $1.74
========== ========== ========== ==========
</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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<DEBT-HELD-FOR-SALE> 2,080
<DEBT-CARRYING-VALUE> 2,109
<DEBT-MARKET-VALUE> 2,150
<EQUITIES> 117
<MORTGAGE> 8
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,639
<CASH> 33
<RECOVER-REINSURE> 25
<DEFERRED-ACQUISITION> 122
<TOTAL-ASSETS> 6,864
<POLICY-LOSSES> 3,739
<UNEARNED-PREMIUMS> 370
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 58
<NOTES-PAYABLE> 151
0
1
<COMMON> 103
<OTHER-SE> 2,001
<TOTAL-LIABILITY-AND-EQUITY> 6,864
1,080
<INVESTMENT-INCOME> 202
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<INCOME-PRETAX> 316
<INCOME-TAX> 94
<INCOME-CONTINUING> 222
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 222
<EPS-PRIMARY> 2.35
<EPS-DILUTED> 2.34
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<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
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<CUMULATIVE-DEFICIENCY> 0
</TABLE>
