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 March 31, 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
require 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 by this report.
Shares Outstanding
Class March 31, 1997
- --------------------------- -------------------------
Common Stock / $1 par value 86,491,596*
*Excludes 6,658,901 common shares issued, outstanding and held by an affiliate,
which are classified as treasury stock for financial accounting purposes only.
There are 11 pages contained in this report.
<PAGE>
2
OLD REPUBLIC INTERNATIONAL CORPORATION
Report on Form 10-Q / March 31, 1997
INDEX
- -------------------------------------------------------------------------------
PAGE NO.
-----------
PART I FINANCIAL INFORMATION:
CONSOLIDATED SUMMARY BALANCE SHEETS 3
CONSOLIDATED SUMMARY STATEMENTS OF INCOME 4
CONSOLIDATED SUMMARY STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS 6
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS 7 - 8
PART II OTHER INFORMATION 9 - 11
<PAGE>
3
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY BALANCE SHEETS (Unaudited)
($ in Millions)
-------------------------------------------------------------------------------------------------------------
March 31, December 31,
1997 1996
------------ ------------
Assets
<S> <C> <C>
Investments: Held to maturity:
Fixed maturity securities (at amortized cost) (fair value:
$2,062.1 and $2,045.6) $2,072.9 $2,022.9
Other long-term investments (at cost) 25.6 25.1
------------ ------------
Total 2,098.5 2,048.1
------------ ------------
Available for sale:
Fixed maturity securities (at fair value) (cost: $2,001.2
and $1,957.7 1,995.1 1,984.2
Equity securities (at fair value) (cost: $64.5 and $74.6) 99.4 116.1
Short-term investments (at fair value which approximates cost) 242.7 265.7
------------ ------------
Total 2,337.2 2,366.0
------------ ------------
Total investments 4,435.8 4,414.2
------------ ------------
Other Assets:Cash 27.7 35.3
Accrued investment income 77.6 72.2
Accounts and notes receivable 299.2 298.7
Reinsurance balances and funds held 110.5 112.8
Reinsurance recoverable: Paid losses 29.4 26.5
Policy and claim reserves 1,379.7 1,396.2
Deferred policy acquisition costs 113.5 114.6
Sundry assets 188.3 185.3
------------ ------------
2,226.3 2,241.9
------------ ------------
Total Assets $6,662.1 $6,656.2
============ ============
------------------------------------------------------------------------------------------------------------
Liabilities, Preferred Stock and
Common Shareholders' Equity
Liabilities: Future policy benefits $178.4 $183.6
Losses, claims and settlement expenses 3,536.7 3,541.8
Unearned premiums 372.4 386.8
Other policyholders' benefits and funds 66.0 65.3
------------ ------------
Total policy liabilities and accruals 4,153.5 4,177.5
Commissions, expenses, fees and taxes 98.5 112.6
Reinsurance balances and funds 178.5 173.7
Federal income tax payable: Current 13.6 1.9
Deferred 36.2 39.1
Debt and debt equivalents 164.1 154.0
Sundry liabilities 80.9 76.5
------------ ------------
Total liabilities 4,725.7 4,735.6
------------ ------------
Preferred Redeemable convertible preferred stock 19.3 19.3
Stock: Convertible preferred stock 1.0 1.2
------------ ------------
Total preferred stock 20.3 20.6
------------ ------------
Common Common stock 96.1 96.0
Shareholders'Additional paid-in capital 577.4 575.6
Equity: Net unrealized appreciation of securities 18.2 43.4
Retained earnings 1,277.9 1,223.3
Treasury stock (at cost) (53.6) (38.4)
------------ ------------
Total Common Shareholders' Equity 1,916.0 1,900.0
------------ ------------
Total Liabilities, Preferred Stock
and Common Shareholders' Equity $6,662.1 $6,656.2
============ ============
</TABLE>
See accompanying notes.
<PAGE>
4
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY STATEMENTS OF INCOME (Unaudited)
($ in Millions, Except Common Share Data)
---------------------------------------------------------------------------------------------------------------
Quarters Ended
March 31,
-----------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenues: Net premiums earned $345.7 $320.1
Title, escrow and other fees 31.8 33.6
Net investment income 67.7 65.5
Realized investment gains 10.8 5.8
Other income 5.7 5.7
----------- -----------
Net revenues 461.8 430.9
----------- -----------
Expenses: Benefits, claims and settlement expenses 193.5 182.5
Underwriting, acquisition and insurance expenses 170.7 165.0
Interest and other expenses 3.0 6.1
----------- -----------
Total expenses 367.2 353.7
----------- -----------
Income before income taxes and items below 94.5 77.1
----------- -----------
Income Taxes: Currently payable 19.5 14.4
Deferred 10.0 9.7
----------- -----------
Total income taxes 29.5 24.1
----------- -----------
64.9 52.9
Other items - net 0.2 0.4
----------- -----------
Income before extraordinary item 65.2 53.4
Extraordinary item (net of tax credits of $1.8) --- (3.3)
----------- -----------
Net Income: $65.2 $50.0
=========== ===========
Earnings and
Dividends Per
Common Share: Primary Earnings:
Before extraordinary item $0.68 $0.58
Extraordinary item --- (0.04)
----------- -----------
Net income $0.68 $0.54
=========== ===========
Fully Diluted Earnings:
Before extraordinary item $0.68 $0.56
Extraordinary item --- (0.04)
----------- -----------
Net income $0.68 $0.52
=========== ===========
Cash dividends $0.110 $0.087
=========== ===========
Stock dividends --% 50%
=========== ===========
Average number of common and common equivalent shares
outstanding:
Primary 94,644,566 90,969,694
=========== ===========
Fully Diluted 94,844,466 94,479,448
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
5
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in Millions)
---------------------------------------------------------------------------------------------------------------
Quarters Ended
March 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $65.2 $50.0
Change in non-cash items:
Deferred policy acquisition costs 1.3 1.1
Premiums and other receivables 1.2 13.6
Unpaid claims and related items 8.4 3.7
Future policy benefits and policyholders' funds (17.3) (13.8)
Income taxes 22.3 7.6
Reinsurance balances and funds 4.1 (0.1)
Accounts payable, accrued expenses and other (13.6) (27.4)
------------ ------------
Total 71.8 34.9
------------ ------------
Cash flows from investing activities:
Sales of fixed maturity securities:
Held to maturity:
Maturities and early calls 39.7 23.6
Other --- ---
Available for sale:
Maturities and early calls 36.1 48.9
Other 6.5 15.4
Sales of equity securities 11.4 5.4
Sales of other investments 0.8 1.6
Sales of fixed assets for company use 0.8 0.3
Purchases of fixed maturity securities:
Held to maturity (89.6) (46.4)
Available for sale (88.0) (50.4)
Purchases of equity securities (1.4) (8.3)
Purchases of other investments (1.2) (0.4)
Purchases of fixed assets for company use (2.9) (2.6)
Other-net (0.5) (1.3)
------------ ------------
Total (88.2) (14.2)
------------ ------------
Cash flows from financing activities:
Increase in term loans 10.0 22.0
Issuance of preferred and common stocks 1.7 11.8
Repayments of term loans --- (1.0)
Redemption of debentures and notes (0.3) (75.0)
Dividends on common shares (9.5) (7.3)
Dividends on preferred shares (0.7) (1.9)
Purchase of treasury stock (15.2) ---
Other-net --- ---
------------ ------------
Total (14.1) (51.4)
------------ ------------
Increase (decrease) in cash and short-term investments (30.6) (30.8)
Cash and short-term investments, beginning of period 301.0 332.1
------------ ------------
Cash and short-term investments, end of period $270.4 $301.3
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $2.0 $7.0
============ ============
Income taxes $7.8 $15.4
============ ============
</TABLE>
See accompanying notes.
<PAGE>
6
OLD REPUBLIC INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS (Unaudited)
($ 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:
March 31,
------------------------------------
1997 1996
---- ----
Basic Earnings Per Share:
Before extraordinary item $ .74 $ .61
Extraordinary item - (.04)
------------ -----------
Net income $ .74 $ .57
============ ===========
2. Common Share Data:
Earnings per share have been calculated on the basis of average common and
common equivalent shares outstanding for the quarters ended March 31, 1997
and 1996. Retroactive adjustment has been made for all stock dividends and
splits declared through March 31, 1997. Primary earnings per share
calculations give effect to the deduction of dividend requirements
applicable to preferred stock of $-- and $1.2 for the quarters ended March
31, 1997 and 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 86,491,596 at March 31, 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 $18.2 at March 31, 1997. Unrealized
appreciation of investments, before applicable income taxes of $10.4, at
March 31, 1997 included gross unrealized gains and (losses) of $54.3 and
$(25.6), respectively.
For the quarters ended March 31, 1997 and 1996, net unrealized depreciation
of investments, net of deferred income taxes, amounted to $25.2 and $31.7,
respectively.
<PAGE>
7
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Quarters Ended March 31, 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.
FINANCIAL POSITION
Old Republic's financial position at March 31, 1997 reflected an increase in
assets of 0.1%, a decrease in liabilities of 0.2%, and an increase in common
shareholders' equity of 0.8% when compared to the immediately preceding
year-end. Cash and invested assets represented 68.2% and 67.9% of consolidated
assets as of March 31, 1997 and December 31, 1996, respectively. Relatively high
short-term maturity investment positions continued to be maintained as of March
31, 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 quarter 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 quarter of
1997, Old Republic's commitment to equity securities decreased by 14.4%
vis-a-vis the related invested balance at year-end 1996. As of March 31, 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
quarter. 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 $2.10 billion at March 31, 1997 consisted of
debt and debt equivalents of $164.1 million, redeemable convertible preferred
stock of $19.3 million (excluding $8.8 million of such stock classified as a
debt equivalent), convertible preferred stock of $1.0 million, and common
shareholders' equity of $1.91 billion. The increase in the common shareholders'
equity account during the quarter ended March 31, 1997 reflects primarily the
retention of earnings in excess of dividends declared on outstanding preferred
and common shares offset to some degree by a decline in the value of bonds and
stocks carried at market value and the reacquisition of approximately $15
million worth of common shares pursuant to a previously announced plan.
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.
RESULTS OF OPERATIONS
Revenues:
Net premiums and fees earned in the first quarter of 1997 amounted to $377.5
million and were 6.7% above the amount reported for the first quarter of 1996.
For the first three months of 1997, the Company's General Insurance Group posted
a 4.3% increase in earned premiums to $214.0 million as growth continued at a
slow pace due to a soft pricing environment. Premium growth in the Mortgage
Guaranty Group was enhanced by a rise in the amount of renewal and new business,
<PAGE>
8
and market expansion; the year over year increase in earned premiums was 26.2%
to $64.7 million. Title Group premium and fee revenues were nearly flat at $83.7
million in the first quarter of 1997 when compared to the same quarter of 1996;
while the Life and Health Group's premium volume increased moderately.
Consolidated net investment income was $67.7 million in the first quarter of
1997 compared to $65.5 million in the same quarter 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 mentioned, used internal funds
to refund most of the above noted debt and preferred stock redemptions, thus
reducing its invested asset base. The average annualized yield on investments
was approximately 6.1% at the end of March 31, 1997 and 1996, respectively. This
yield pattern reflects at once the relatively short maturity of Old Republic's
fixed maturity securities portfolio, changes in interest rates at various time
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 $10.8 million in the first quarter 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 quarter of 1997,
approximately 92% 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 51% and 52% in the first quarters
of 1997 and 1996, respectively. Claims experience for property and liability
coverages improved in both periods due to reduced costs from participation in
involuntary workers' compensation pool as well as more moderate claim and
benefit costs in its voluntary business. Mortgage Guaranty claim costs were
higher during the first quarter of 1997 compared to the same period in 1996
because the loan default rate has continued to trend higher. The Title Group and
Life Group claim costs were basically stable in both quarterly periods.
The ratio of consolidated underwriting, acquisition and insurance expenses to
net premiums and fees earned was 45% and 47% in the first 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.
Income from Operations and Net Income:
Income from operations before realized investment gains, taxes and other items
increased by 17.5% in the first quarter of 1997 when compared to the same period
one year ago. The Corporation's General and Mortgage Guaranty insurance segments
reflected higher pre-tax operating earnings. The Title insurance segment posted
a decline in pre-tax operating earnings for the first quarter of 1997 compared
to the first quarter of 1996 for the aforementioned reasons and a 3.5% increase
in expenses. Life insurance results were basically flat.
The effective consolidated income tax rate was 31% in the first quarters 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.
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>
9
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>
10
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: May 13, 1997
------------------
/s/ Paul D. Adams
------------------------------------
P. D. Adams
Senior Vice President &
Chief Financial Officer
11
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EARNINGS PER SHARE EXHIBIT
(Amounts in millions, except per share data)
--------------------------------------------------------------------------------------------------------------
Computation of Primary
Earnings Per Share
--------------------------
Quarters Ended March 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Weighted average number of common shares outstanding 87.0 83.2
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 6.7 6.8
Stock Options 0.9 0.8
------------ ------------
Weighted average number of common and common equivalent shares 94.6 90.9
============ ============
Net income for the period $65.2 $50.0
Less dividends applicable to appropriate Series of
Redeemable and Convertible Preferred Stock --- 1.2
------------ ------------
Adjusted net income $65.1 $48.8
============ ============
Primary earnings per share $0.68 $0.54
============ ============
</TABLE>
----------------------------------------------------------------------------
<TABLE>
Computation of Fully Diluted
Earnings Per Share
--------------------------
Quarters Ended March 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Weighted average number of common shares outstanding 87.0 83.2
Add: Weighted average number of assumed common shares to
be issued upon conversion or exercise of:
Redeemable and/or Convertible Preferred Stock 6.8 7.0
Convertible Subordinated Debentures --- 3.1
Stock Options 0.9 0.9
------------ ------------
Weighted average number of common and common equivalent shares 94.8 94.4
============ ============
Net income for the period $65.2 $50.0
Less dividends applicable to appropriate Series of
Cumulative Preferred Stock --- 1.1
Plus interest applicable to Convertible Debentures --- 0.4
------------ ------------
Adjusted net income $65.2 $49.3
============ ============
Fully diluted earnings per share $0.68 $0.52
============ ============
</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> 1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 1,995
<DEBT-CARRYING-VALUE> 2,072
<DEBT-MARKET-VALUE> 2,062
<EQUITIES> 99
<MORTGAGE> 8
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,435
<CASH> 27
<RECOVER-REINSURE> 29
<DEFERRED-ACQUISITION> 113
<TOTAL-ASSETS> 6,662
<POLICY-LOSSES> 3,715
<UNEARNED-PREMIUMS> 372
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 66
<NOTES-PAYABLE> 164
19
1
<COMMON> 96
<OTHER-SE> 1,819
<TOTAL-LIABILITY-AND-EQUITY> 6,662
345
<INVESTMENT-INCOME> 67
<INVESTMENT-GAINS> 5
<OTHER-INCOME> 5
<BENEFITS> 193
<UNDERWRITING-AMORTIZATION> 46
<UNDERWRITING-OTHER> 127
<INCOME-PRETAX> 94
<INCOME-TAX> 29
<INCOME-CONTINUING> 65
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
