UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 1997
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to _____________________
Commission File Number: 0-4625
OLD REPUBLIC INTERNATIONAL CORPORATION
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 312-346-8100
Securities registered pursuant to Section 12(b) of the Act:
Share/Par Value Outstanding Name of each exchange
Title of each class February 27, 1998 on which registered
- ------------------- --------------------------- -----------------------
7% Subordinated Debentures
Due June 15, 2007 $115,000,000 New York Stock Exchange
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Common Stock/$1 par value 138,370,977* New York Stock Exchange
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(*) Reflects a 50% stock dividend declared by the Board of Directors on March
12, 1998, payable to shareholders of record on April 10, 1998, to be issued on
or about May 4, 1998. Excludes 10,110,690 common shares issued, outstanding and
held by an affiliate, which are classified as treasury stock for financial
accounting purposes only.
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K._X_
The aggregate market value of the Company's voting Common Stock held by
non-affiliates of the registrant computed by reference to the closing price at
which the stock was quoted as of February 27, 1998 was $3,897,449,186.
Documents incorporated by reference:
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The following documents are incorporated by reference into that part of this
Form 10-K designated to the right of the document title.
Title Part
Proxy statement for the 1998
Annual Meeting of Shareholders III, Items 10, 11, 12 and 13
Exhibits as specified in exhibit index (page 57) IV, Item 14
There are 58 pages in this report
<PAGE>
PART I
Item 1-Business
(a) General Development of Business. Old Republic International Corporation is a
Chicago-based insurance holding company with subsidiaries engaged in the general
(property & liability), mortgage guaranty, title, and life (life & disability)
insurance businesses. In this report, "Old Republic", "the Corporation", or "the
Company" refers to Old Republic International Corporation and its subsidiaries
as the context requires. The aforementioned insurance segments are organized as
the Old Republic General, Mortgage Guaranty, Title, and Life Groups, and
references herein to such groups apply to the Company's subsidiaries engaged in
the respective segments of business.
Financial Information Relating to Segments of Business (a)
The contributions to net revenues, and income (loss) before taxes and
extraordinary item of each Old Republic segment are set forth below for the
years shown, together with their respective assets at the end of each year. The
information below should be read in conjunction with the consolidated financial
statements, the notes thereto, and the "Management Analysis of Financial
Position and Results of Operations" appearing elsewhere herein.
<TABLE>
($ in Millions)
---------------------------------------------------------------------------------
Years Ended December 31,
---------------------------------------------------------------------------------
Net Revenues (b) Income (Loss) Before Taxes
--------------------------------------- ---------------------------------------
1997 1996 1995 1997 1996 1995
----------- ------------ ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
General ............................... $ 1,119.5 $ 1,074.9 $ 1,056.1 $ 208.3 $ 188.8 $ 171.1
Mortgage Guaranty...................... 313.3 262.6 203.9 141.5 120.2 102.8
Title.................................. 423.4 387.9 326.2 36.5 24.6 4.6
Life................................... 75.4(c) 60.5 58.0 19.9(c) 7.0 7.9
Other Operations - Net................. 4.5 2.6 1.8 (6.1) (13.5) (20.2)
----------- ------------ ----------- ------------ ----------- -----------
Subtotal............................. 1,936.4 1,788.7 1,646.1 400.3 327.2 266.2
Realized Investment Gains.............. 26.3 15.1 49.7 26.3 15.1 49.7
----------- ------------ ----------- ------------ ----------- -----------
Total................................ $ 1,962.8 $ 1,803.9 $ 1,695.9 $ 426.7 $ 342.4 $ 316.0
=========== ============ =========== ============ =========== ===========
</TABLE>
<TABLE>
Assets at December 31,
---------------------------------------
1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
General............................................................................. $ 5,300.6 $ 5,350.5 $ 5,356.8
Mortgage Guaranty................................................................... 922.9 760.5 634.0
Title............................................................................... 419.4 408.2 415.8
Life................................................................................ 309.4 310.3 328.2
Total............................................................................. $ 6,923.4 $ 6,656.2 $ 6,593.5
============ =========== ===========
</TABLE>
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(a) Reference is made to the table in Note 7 of the Notes to Consolidated
Financial Statements, incorporated herein by reference, which shows the
contribution of each subcategory to consolidated net revenues and income
or loss before income taxes of Old Republic's insurance industry segments.
(b) Revenues consist of net premiums, fees, net investment and other income
earned; realized investment gains are shown in total for all groups
combined.
(c) Includes $12.6 of interest income from settlement of prior years' tax
issues.
General Insurance Group
Through its General Insurance Group subsidiaries, the Corporation assumes
risks and performs related risk management and marketing services pertaining to
a large variety of property and liability commercial insurance coverages. Old
Republic does not have a meaningful participation in personal lines of
insurance.
Liability Coverages: Workers' compensation, general liability (including
the general liability portion of commercial package policies), and commercial
automobile full coverage protection are the major classes of insurance
underwritten for businesses and public entities such as municipalities. Within
these classes of insurance, Old Republic specializes in a number of industries,
most prominently the transportation, coal and energy services, construction and
forest product industries. Such business is primarily produced through agency
and brokerage channels.
2
<PAGE>
The rates charged for all workers' compensation insurance are generally
regulated by the various states. It is therefore possible that the rate
increases necessary to cover any expansion of benefits under state laws or
increases in claim frequency or severity may not always be granted soon enough
to enable insurers to fully recover the amount of the benefits they must pay.
During the past ten years, the Corporation has steadily diversified its
General Insurance Group business. This diversification has been achieved
through a combination of internal growth, the establishment of new subsidiaries,
and through selective mergers with other companies. For 1997, production of
commercial automobile (principally trucking) direct insurance premiums accounted
for 46.4% of consolidated direct premiums written by the General Insurance
Group. For the same year, workers' compensation and general liability direct
insurance premiums amounted to 19.3% and 10.0%, respectively, of consolidated
direct premiums written.
During the past decade, specialty programs have also been expanded or
initiated to insure corporations' exposures to directors' and officers' and
errors and omissions liability, to cover owners and operators of private
aircraft for hull and liability exposures, and to insure grain elevators and
liquid petroleum gas operations.
The Corporation assumes (on both treaty and facultative bases) a moderate
amount of reinsurance business produced by other insurance or reinsurance
companies. Most of this business encompasses workers' compensation, general and
automobile liability lines, as well as a moderate amount of property exposures.
Property and Other Coverages: Old Republic's property insurance business
primarily includes commercial physical damage insurance on trucking risks. A
small volume of business is represented by fire and other physical perils for
houses and commercial properties. All such insurance is produced through agents
or financial intermediaries, such as finance companies, and on a reinsurance
assumed basis.
Fidelity and surety coverages are underwritten through agents by the Old
Republic Surety Group, Inc.
Old Republic Insured Credit Services, Inc., a wholly-owned subsidiary, has
marketed loan and retail installment sales credit guaranty insurance since 1955
through commercial banks and thrift institutions. This coverage provides lenders
with a guaranty against defaults on home equity and home improvement loans and
installment sales contracts.
Auto Warranty and Home Warranty, while still relatively small businesses,
are marketed directly by Old Republic through its own employees and selected
independent agents.
Mortgage Guaranty Group
Real estate mortgage loan insurance protects lending institutions against
certain losses, generally to the extent of 10% to 35% of the sum of the
outstanding amount of each insured mortgage loan, and allowable costs incurred
in the event of default by the borrower. The Corporation insures only first
mortgage loans, primarily on residential properties having one-to-four family
dwelling units.
Mortgage guaranty insurance premiums originate from savings and loan
associations, mortgage bankers and other lending institutions. The Corporation's
residential real estate loan insurance business is originated, approximately 19%
by savings and loan associations, 66% by mortgage bankers and 15% by other
lenders. The Corporation's mortgage guaranty insurance in force at December 31,
1997, was originally produced by approximately 4,100 different lending
institutions and about 2,300 such institutions originated business in 1997. The
profitability of the Corporation's insurance products is not tied in any
significant degree to the financial well-being of these institutions. While it
is possible that the failure of a large number of such institutions could
increase the competition for sales of certain insurance products to the
surviving institutions, it is also likely that other institutions or providers
of financial services would emerge to take their place.
Annual, monthly and single premium plans for residential real estate loan
insurance are offered. Annual plans provide coverage on a year to year basis
with first year premiums being dependent on the loan-to-value ratio and the
coverage offered. Annual renewal premiums are charged on the basis of the
outstanding loan balance on the anniversary date, or, if selected, on the
original loan balance. Monthly plans provide coverage on a month-to-month basis
with premiums being dependent on the loan-to-value ratio and the coverage
offered. In the case of monthly premium plans, the first month and all renewal
months are charged on the basis of the outstanding loan amount on the
anniversary date or, if selected, on the original loan balance. Single premium
plans provide coverage for a period of three to fifteen years, or the number of
years required to amortize a standard mortgage to an 80% loan-to-value ratio, if
selected. The premium charged similarly depends on the loan-to-value ratio, the
coverage offered, the type of loan instrument (whether fixed rate/fixed payment
or an adjustable mortgage loan) and whether the property is to be owner
occupied. Approximately 34% and 65%, respectively of the residential real estate
loan insurance in force at December 31, 1997, has been written under annual and
monthly premium plans. Monthly premium plans, a product that was introduced in
1993, accounted for approximately 98% of the new business written in 1997.
3
<PAGE>
The Corporation limits its residential real estate insurance to lenders
approved by it and supervised or regulated by federal or state authorities in
order to obtain reasonable assurance as to the effectiveness of such
institutions' lending practices. A master policy is issued to each approved
lender, but the master policy does not obligate the Corporation to issue
insurance on any particular loan. To obtain insurance on a specific mortgage
loan, an approved lender generally submits an application, supported by a copy
of the borrower's loan application, an appraisal report on the property by
either the lender or an independent appraiser, a written credit report on the
borrower, an affidavit of the borrower's equity and certain other information.
The underwriting department reviews this material and approves or rejects the
application, usually on the day it is received. The Corporation generally
adheres to the underwriting guidelines published by the Federal Home Loan
Mortgage Corporation. Upon approval of an application for insurance of a loan,
the Corporation issues a commitment to insure the loan; this is followed by a
certificate of insurance when the loan is consummated.
Title Insurance Group
The title insurance business consists primarily of the issuance of policies
to real estate purchasers and investors based upon searches of the public
records which contain information concerning interests in real property. The
policy insures against losses arising out of defects, liens and encumbrances
affecting the insured title and not excluded or excepted from the coverage of
the policy.
There are two basic types of title insurance policies: lenders' policies
and owners' policies. Both are issued for a onetime premium. Most mortgages made
in the United States are extended by savings and loan associations, mortgage
bankers, savings and commercial banks, state and federal agencies, and life
insurance companies. The financial institutions secure title insurance policies
to protect their mortgagees' interest in the real property. This protection
remains in effect for as long as the mortgagee has an interest in the property.
A separate title insurance policy is issued to the owner of the real estate. An
owner's policy of title insurance protects an owner's interest in the title to
the property.
The premiums charged for the issuance of title insurance policies vary with
the policy amount and the type of policy issued. The premium is collected in
full when the real estate transaction is closed, there being no recurring fee
thereafter. In many areas, premiums charged on subsequent policies on the same
land may be reduced, depending generally upon the time elapsed between issuance
of the previous policies and the nature of the transactions for which the
policies are issued. Most of the charge to the consumer relates to title
services rendered in conjunction with the issuance of a policy rather than to
the possibility of loss due to risks insured against. Accordingly, the service
performed by a title insurer relates for the most part to the prevention of loss
rather than to the assumption of the risk of loss.
In connection with its title insurance operations, Old Republic also
provides escrow facilities, services for the disbursement of construction funds,
and other services pertaining to real estate transfers.
Life Insurance Group
Credit & Other Life and Disability: Old Republic markets and writes
consumer credit life and disability insurance primarily through automobile
dealers and consumer finance companies. Borrowers insured under consumer credit
life insurance are also generally covered by consumer credit disability
protection. Credit life insurance provides for the repayment of a loan,
installment purchase, or other debt obligation in the event of the death of the
borrower, while credit disability insurance provides for the payment of
installments due on such debt while the borrower is disabled. Old Republic has
also written various conventional life, disability/accident and health insurance
coverages for many years, principally on a direct marketing basis through banks
and other financial services institutions.
Ordinary term life insurance is sold through independent agents and brokers
for relatively large face amounts, in both the United States and Canada.
Marketing of term life insurance products is aimed principally toward
self-employed individuals, professionals, owners of small businesses, and high
net worth persons.
Annuities: In the past, Old Republic marketed annuity policies, some of
which remain outstanding, through securities dealers in New York State. These
policies provide for annuity benefits based on premiums paid and accumulating
with interest over time. Since 1985, the volume of annuity business has been
inconsequential as the Company has been unwilling to compete in this part of the
insurance business.
4
<PAGE>
Consolidated Underwriting Statistics
The following table reflects underwriting statistics covering: 1) premiums
together with loss, expense, and policyholders' dividend ratios for the major
coverages underwritten solely in the General, Mortgage Guaranty and Title
insurance groups, and disability/accident & health coverages underwritten
directly or through reinsurance in both the Life and General Insurance groups;
2) a summary of net retained life insurance in force at the end of the years
shown:
<TABLE>
($ in Millions)
------------------------------------------------------
Years Ended December 31,
------------------------------------------------------
1997 1996 1995
--------------- -------------- --------------
<S> <C> <C> <C>
General Insurance Group:
Overall Experience:
Net Premiums Written............................................... $ 908.4 $ 866.3 $ 876.1
Net Premiums Earned (a)............................................ $ 907.7 $ 868.2 $ 847.7
Loss Ratio .................................................... 72% 73% 75%
Policyholders' Dividend Ratio...................................... -% -% 1%
Expense Ratio(a)................................................... 27% 27% 26%
--------------- -------------- --------------
Composite Ratio.................................................... 99% 100% 102%
=============== ============== ==============
Experience by Major Coverages:
Commercial Automobile (Principally trucking):
Net Premiums Earned (a)............................................ $ 455.3 $ 397.4 $ 361.3
Loss Ratio .................................................... 81% 79% 79%
=============== ============== ==============
Workers' Compensation:
Net Premiums Earned (a)............................................ $ 156.9 $ 151.6 $ 187.2
Loss Ratio .................................................... 64% 71% 88%
Policyholders' Dividend Ratio...................................... -% 1% 3%
=============== ============== ==============
General Liability:
Net Premiums Earned (a)............................................ $ 49.5 $ 46.9 $ 53.7
Loss Ratio .................................................... 51% 76% 55%
=============== ============== ==============
Property and Other Coverages:
Net Premiums Earned (a)............................................ $ 246.0 $ 272.3 $ 245.5
Loss Ratio .................................................... 63% 63% 66%
=============== ============== ==============
Mortgage Guaranty Group:
Net Premiums Earned (b) ........................................... $ 271.0 $ 226.6 $ 175.2
Loss Ratio (b) .................................................... 35% 36% 33%
=============== ============== ==============
Title Insurance Group:(b)
Net Premiums Earned................................................ $ 238.6 $ 220.2 $ 183.3
Combined Net Premiums & Fees Earned................................ $ 402.0 $ 367.4 $ 305.5
Loss Ratio: To Net Premiums Earned.............................. 8% 8% 14%
: To Net Premiums & Fees Earned....................... 5% 5% 8%
=============== ============== ==============
Disability/Accident & Health (c):
Net Premiums Earned................................................ $ 35.2 $ 33.9 $ 31.2
Loss Ratio .................................................... 40% 42% 44%
=============== ============== ==============
Net Retained Life Insurance In Force:
Ordinary Life...................................................... $ 4,695.5 $ 3,833.9 $ 4,063.4
Credit and Other Life.............................................. 217.4 135.7 173.6
--------------- -------------- --------------
Total........................................................... $ 4,912.9 $ 3,969.6 $ 4,237.0
=============== ============== ==============
</TABLE>
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(a) Statutory net premiums earned and expense ratios may vary from amounts
calculated pursuant to generally accepted accounting principles due to
differences in the calculation of unearned premium reserves and
acquisition cost under each accounting method.
(b) Amounts and ratios reported are determined pursuant to generally accepted
accounting principles.
(c) Disability/accident & health data reflect the composite experience of the
Life and General Insurance segments of business. Accordingly, the General
Insurance Group composite experience includes premiums and related costs
for disability/accident & health coverages underwritten directly or
through reinsurance in such group.
5
<PAGE>
Variations in the loss (including related claim settlement expense) ratios
are caused by changes in the frequency and severity of claims incurred, changes
in premium rates and the level of premium refunds, and periodic changes in claim
and claim expense reserve estimates resulting from ongoing reevaluations of
reported and unreported claims and claim expenses. Loss, expense, policyholders'
dividends, and composite ratios have been rounded to the nearest percentage
point. The loss ratios include loss adjustment expenses where appropriate.
Policyholders' dividends are a reflection of changes in loss experience for
individual or groups of policies, rather than overall results, and should be
viewed in conjunction with loss ratio trends; policyholders' dividends apply
principally to workers' compensation insurance.
General Insurance Group loss ratios for workers' compensation and liability
insurance coverages in particular may reflect greater variability due to a
variety of factors. The inherent volatility of claims experience is due in part
to chance events in any one year, changes in loss costs emanating from
participation in involuntary markets (i.e. from industry-wide insurance pools
and associations in which participation is basically mandatory), and added
provisions for loss costs not recoverable from assuming reinsurers which may
experience financial difficulties from time to time. The Company generally
underwrites concurrently workers' compensation, commercial automobile (liability
and physical damage), and general liability insurance coverages for a large
number of customers. Accordingly, an evaluation of trends in premiums, loss and
dividend ratios for these individual coverages should be considered in the light
of such a concurrent underwriting approach. Improved loss experience for workers
compensation insurance in 1997 and 1996 reflects lower claim costs from
involuntary market participations as well as generally improving industry-wide
loss trends.
Slightly higher mortgage guaranty loss ratios in 1997 and 1996 are due to a
rise in claim frequency, and claims emanating from the California market in
particular which has been affected by an economic slowdown for the past several
years. The Title Insurance Group loss ratios for the years presented reflect
improving loss severity and frequency trends for business underwritten since
1992.
The increase in net ordinary life insurance in force in 1997 is attributed
to the introduction of more favorably priced term life products that received
greater market acceptance. The decrease in net ordinary life insurance in force
in 1996 and 1995 is attributed to competitive market pressures which served to
reduce first year premium production.
General Insurance Claim Reserves
The Corporation's property and liability insurance subsidiaries establish
claim reserves which consist of estimates to settle: a) reported claims; b)
claims which have been incurred as of each balance sheet date but have not as
yet been reported ("IBNR") to the insurance subsidiaries; and c) the direct
costs, (such as attorneys' fees which are allocable to individual claims) and
indirect costs (such as salaries and rent applicable to the overall
administration of claim departments) to administer known and IBNR claims. Such
claim reserves, except as to classification in the Consolidated Balance Sheets
as to gross and reinsured portions, are reported for financial and regulatory
reporting purposes at amounts that are substantially the same.
The establishment of claim reserves by the Corporation's insurance
subsidiaries is a reasonably complex and dynamic process influenced by a large
variety of factors. These include past experience applicable to the anticipated
costs of various types of claims, continually evolving and changing legal
theories emanating from the judicial system, recurring accounting and actuarial
studies, the professional experience and expertise of the Company's claim
departments' personnel or attorneys and independent adjusters retained to handle
individual claims, the effect of inflationary trends on future claim settlement
costs, and periodic changes in claim frequency patterns such as those caused by
natural disasters, illnesses, accidents, or work-related injuries. Consequently,
the reserve-setting process relies on the judgments and opinions of a large
number of persons, on historical precedent and trends, and on expectations as to
future developments. At any point in time, the Company and the industry are
exposed to possibly higher than anticipated claim costs due to the
aforementioned factors, and to the evolution, interpretation, and expansion of
tort law, as well as to the effects of unexpected jury verdicts.
In establishing claim reserves, the possible increase in future loss
settlement costs caused by inflation is considered implicitly, along with the
many other factors cited above. Reserves are generally set to provide for the
ultimate cost of all claims. With regard to workers' compensation reserves,
however, the ultimate cost of long-term disability or pension-type claims is
discounted to present value based on interest rates ranging from 3.5% to 4.0%.
The Company, where applicable, uses only such discounted reserves in evaluating
the results of its operations, in pricing its products and settling
retrospective and reinsured accounts, in evaluating policy terms and experience,
and for other general business purposes. Solely to comply with reporting rules
mandated by the Securities and Exchange Commission, however, Old Republic has
made statistical studies of applicable workers' compensation reserves to obtain
estimates of the amounts by which claim and claim adjustment expense reserves,
net of reinsurance, have been discounted.
6
<PAGE>
These studies have resulted in estimates of such amounts at approximately
$167.7, $163.2 and $162.8 million, as of December 31, 1997, 1996, and 1995,
respectively. It should be noted, however, that these differences between
discounted and non-discounted (terminal) reserves are, fundamentally, of an
informational nature, and are not indicative of an effect on operating results
for any one or series of years for the above-noted reasons.
The Company believes that its overall reserving practices have been
consistently applied over many years, and that its aggregate net reserves have
resulted in reasonable approximations of the ultimate net costs of claims
incurred. However, no representation is made that ultimate net claim and related
costs will not be greater or lower than previously established reserves.
The following table shows the indicated deficiencies or redundancies for
the years 1987 to 1997. In reviewing this tabular data, it should be noted that
prior periods' loss payment and development trends may not be repeated in the
future due to the large variety of factors influencing the reserving process
outlined herein above. The reserve redundancies or deficiencies shown for all
years are not necessarily indicative of the effect on reported results of any
one or series of years since retrospective premium and commission adjustments
employed in various parts of the Company's business tend to partially or fully
offset or negate such effects. (See "Consolidated Underwriting Statistics"
above, and "Reserves, Reinsurance, and Retrospective Adjustments" elsewhere
herein).
The subject of property and liability insurance claim reserves has been
written about and analyzed extensively by a large number of professionals and
regulators. Accordingly, the above discussion summary should, of necessity, be
regarded as a basic outline of the subject and not as a definitive presentation.
<TABLE>
($ in Millions/Percentages to Nearest Whole Point)
- -------------------------------------------------------------------------------------------------------------------------------
(a) As of December 31: 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(b) Liability (1) for unpaid
claims and claim
adjustment expenses(2): $1,130 $1,271 $1,335 $1,435 $1,540 $1,573 $1,700 $1,768 $1,821 $1,829 $1,846
================================================================================================
(c) Paid (cumulative) as of (3):
One year later 17% 20% 20% 21% 24% 20% 20% 21% 21% 18% -%
Two years later 32 33 33 36 36 33 33 34 31 - -
Three years later 41 43 44 44 44 42 42 41 - - -
Four years later 48 50 49 50 50 48 47 - - - -
Five years later 54 54 54 55 55 51 - - - - -
Six years later 58 58 58 59 57 - - - - - -
Seven years later 62 62 61 60 - - - - - - -
Eight years later 64 65 62 - - - - - - - -
Nine years later 68 65 - - - - - - - - -
Ten years later 68% -% -% -% -% -% -% -% -% -% -%
================================================================================================
(d) Liability reestimated (i.e.,
cumulative payments plus
reestimated ending liability)
as of (4):
One year later 104% 101% 98% 100% 99% 97% 95% 95% 96% 94% -%
Two years later 104 97 99 100 97 94 91 93 92 - -
Three years later 100 98 98 99 96 93 93 90 - - -
Four years later 101 98 98 99 97 96 91 - - - -
Five years later 101 99 99 100 100 95 - - - - -
Six years later 102 99 100 103 99 - - - - - -
Seven years later 103 101 104 103 - - - - - - -
Eight years later 105 104 103 - - - - - - - -
Nine years later 109 104 - - - - - - - - -
Ten years later 109% -% -% -% -% -% -% -% -% -% -%
================================================================================================
(e) Redundancy (deficiency)(5):
For each year-end at (a): -9% -4% -3% -3% 1% 5% 9% 10% 8% 6% -%
================================================================================================
Average for all year-ends
at (a): 2.8%
=====
</TABLE>
(1) Amounts are reported net of reinsurance recoverable. (2) Excluding
unallocated loss adjustment expense reserves. (3) Percent of most recent
reestimated liability (line d). Decreases in paid loss percentages may at
times reflect the reassumption by the Company of certain previously ceded
loss reserves. (4) Percent of beginning liability (line b) for unpaid
claims and claim adjustment expenses. (5) Most current liability
reestimated (line d) as a percent of beginning liability (line b).
7
<PAGE>
The following table shows an analysis of changes in aggregate reserves for
the Company's property and liability insurance claims and claim adjustment
expenses (1) for each of the years shown.
<TABLE>
($ in Millions)
---------------------------------------
Years Ended December 31,
---------------------------------------
1997 1996 1995
------------ ------------ -----------
<S> <C> <C> <C>
Amount of reserves for unpaid claims and claim adjustment expenses
at the beginning of each year, net of reinsurance losses recoverable............ $ 1,829.5 $ 1,820.9 $ 1,768.3
------------ ------------ -----------
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year............................... 713.8 668.0 684.7
Change in provision for insured events of prior years........................... (105.5) (74.4) (92.6)
------------ ------------ -----------
Total incurred claims and claim adjustment expenses...................... 608.3 593.6 592.1
------------ ------------ -----------
Payments:
Claims and claim adjustment expenses attributable to insured
events of the current year................................................. 275.3 243.0 207.1
Claims and claim adjustment expenses attributable to insured
events of prior years...................................................... 316.6 342.0 332.4
------------ ------------ -----------
Total payments........................................................... 591.9 585.0 539.5
------------ ------------ -----------
Amount of reserves for unpaid claims and claim adjustment expenses
at the end of each year (2), net of reinsurance losses recoverable.............. 1,845.9 1,829.5 1,820.9
Reinsurance losses recoverable.................................................... 1,232.6 1,296.5 1,311.8
------------ ------------ -----------
Amount of reserves for unpaid claims and claim adjustment expenses................ $ 3,078.5 $ 3,126.0 $ 3,132.7
============ ============ ===========
</TABLE>
- ------------
(1) Excluding unallocated loss adjustment expense reserves.
(2) Reserves for incurred but not reported losses amounted to approximately
32.3%, 32.6% and 31.1% of the totals shown as of December 31, 1997, 1996
and 1995, respectively.
The data in the two tables above, incorporates Old Republic's estimates for
various asbestosis and environmental impairment ("A&E") claims or related costs
that have been filed in the normal course of business against a number of its
insurance subsidiaries. Such claims relate primarily to policies issued prior to
1985, many during a short period between 1981 and 1982 pursuant to an agency
agreement canceled in 1982. During all years and through the current date, the
Corporation's insurance subsidiaries have typically issued general liability
insurance policies with face amounts ranging between $1 million and $2 million
and rarely exceeding $10 million. Such policies have, in turn, been subject to
reinsurance cessions which have typically reduced the Corporation's retentions
to $500,000 or less as to each claim.
The Corporation's reserving methods, particularly as they apply to
formula-based reserves, have been established to provide for normal claim
occurrences as well as unusual exposures such as those pertaining to A&E claims
and related costs. At times, however, the Corporation's insurance subsidiaries
also establish specific formula and other reserves as part of their overall
claim and claim expense reserves to cover certain claims such as those emanating
from A&E exposures. These are intended to cover additional litigation and other
costs that are likely to be incurred to protect the Company's interests in
litigated cases in particular. At December 31, 1997, the Corporation's aggregate
indemnity and loss adjustment expense reserves specifically identified with A&E
exposures amounted to approximately $71.8 million gross, and $36.3 million net
of reinsurance. Based on average annual claims payments during the five most
recent calendar years, such reserves represented 9.4 years (gross) and 11.0
years (net) of average annual claims payments.
Old Republic disagrees with the allegations of liability on virtually all
A&E related claims of which it has knowledge on the grounds that exclusions in
the policies preclude coverage for nearly all such claims, and that the
Corporation never intended to assume such risks. Old Republic's exposure on such
claims cannot therefore be calculated by conventional insurance reserving
methods for this and a variety of reasons, including: a) the absence of
statistically valid data inasmuch as such claims typically involve long
reporting delays and very often uncertainty as to the number and identity of
insureds against whom such claims have arisen or will arise; and b) the
litigation history of such or similar claims for other insurance industry
members that has produced court decisions that have been inconsistent with
regard to such questions as when the alleged loss occurred, which policies
provide coverage, how a loss is to be allocated among potentially responsible
insureds and/or their insurance carriers, how policy coverage exclusions are to
be interpreted, what types of environmental impairment or toxic tort claims are
covered, when the insurer's duty to defend is triggered, how policy limits are
to be calculated, and whether clean-up costs constitute property damage.
8
<PAGE>
Individual insurance companies and others who have evaluated the potential
costs of litigating and settling A&E claims have noted with serious concern the
possibility that resolution of such claims, by applying liability retroactively
in the context of the existing insurance system, could likely undermine
materially the financial condition of major participants in the property and
liability insurance industry. In light of this substantial public policy issue,
the Corporation is of the view that the courts will not resolve in the near
future the litigation gridlock stemming from the non-resolution to date of
environmental claims in particular. In recent times, the Executive Branch and/or
the United States Congress have proposed changes in the legislation and rules
affecting the determination of liability for environmental claims. As of
December 31, 1997, however, there is no solid evidence to suggest that
forthcoming changes might mitigate or reduce some or all of these claim
exposures.
Because of the above issues and uncertainties, estimation of reserves for
losses and allocated loss adjustment expenses for the above noted types of
claims is much more difficult or impossible. Accordingly, no representation can
be made that the Corporation's reserves for such claims and related costs will
not prove to be overstated or understated in the future.
(b) Investments. In common with other insurance organizations, Old Republic
invests most funds provided by operations in income-producing investment
securities and bank deposits.
All investments must comply with applicable insurance laws and regulations
which prescribe the nature, form, quality, and relative amounts of investments
which may be made by insurance companies. Generally, these laws and regulations
permit insurance companies to invest within varying limitations in state,
municipal and federal government obligations, corporate obligations, preferred
and common stocks, certain types of real estate, and first mortgage loans. Old
Republic's investment policies are also influenced by the terms of the insurance
coverages written, by its expectations as to the timing of claim and benefit
payments, and by income tax considerations. The following tables show invested
assets at the end of the last three years, together with investment income for
such years.
<TABLE>
Consolidated Investments
($ in Millions)
December 31,
-----------------------------------------------------------------------------------------------------------------------------
1997 1996 1995
------------- -------------- -------------
<S> <C> <C> <C>
Held to Maturity
Fixed Maturity Securities:
Utilities.............................................................. $ 1,001.8 $ 984.3 $ 995.5
Tax-Exempt............................................................. 1,247.0 1,038.3 717.8
Redeemable Preferred Stocks............................................ .8 .2 .7
------------- -------------- -------------
2,249.7 2,022.9 1,714.1
------------- -------------- -------------
Other Invested Assets:
Mortgage Loans......................................................... 7.6 8.7 11.8
Policy Loans........................................................... 2.2 2.0 2.1
Collateral Loans....................................................... .4 .2 .3
Sundry................................................................. 5.1 14.2 12.6
------------- -------------- -------------
15.4 25.1 26.9
------------- -------------- -------------
Total held to maturity................................................ 2,265.1 2,048.1 1,741.1
------------- -------------- -------------
Available for Sale
Fixed Maturity Securities:
U.S. & Canadian Governments............................................ 684.4 758.0 812.4
Corporate.............................................................. 1,325.4 1,226.1 1,333.6
------------- -------------- -------------
2,009.9 1,984.2 2,146.0
------------- -------------- -------------
Equity Securities:
Perpetual Preferred Stocks............................................. 3.2 5.0 4.4
Common Stocks.......................................................... 113.8 111.1 121.7
------------- -------------- -------------
117.1 116.1 126.1
------------- -------------- -------------
Short-term Investments 328.0 265.7 312.7
------------- -------------- -------------
Total available for sale............................................ 2,455.2 2,366.0 2,584.9
------------- -------------- -------------
Total Investments......................................................... $ 4,720.4 $ 4,414.2 $ 4,326.0
============= ============== =============
</TABLE>
9
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
Sources of Consolidated Investment Income
($ in Millions)
Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1997 1996 1995
------------- -------------- -------------
<S> <C> <C> <C>
Fixed Maturity Securities:
Taxable................................................................ $ 194.1 $ 199.1 $ 203.2
Tax-Exempt............................................................. 55.4 41.4 27.1
Redeemable Preferred Stocks............................................ - - -
------------- -------------- -------------
249.5 240.6 230.4
------------- -------------- -------------
Equity Securities:
Perpetual Preferred Stocks............................................. .2 .3 .4
Common Stocks.......................................................... 1.7 2.2 5.8
------------- -------------- -------------
1.9 2.6 6.3
------------- -------------- -------------
Other Investment Income:
Interest on Short-term Investments..................................... 16.4 16.0 13.6
Sundry................................................................. 9.0 8.4 8.4
------------- -------------- -------------
25.5 24.5 22.0
------------- -------------- -------------
Gross Investment Income................................................... 277.0 267.7 258.7
Less: Investment Expenses (a).......................................... 6.2 7.2 6.8
------------- -------------- -------------
Net Investment Income..................................................... $ 270.8 $ 260.5 $ 251.9
============= ============== =============
</TABLE>
- ------------
(a) Investment expenses consist primarily of personnel costs, investment custody
service fees and interest on funds held of $1.7, $1.7 and $1.6 for the years
ended December 31, 1997, 1996 and 1995, respectively.
For at least the past 25 years, Old Republic's investment policy has been
to acquire and retain primarily investment grade, publicly traded, fixed
maturity securities. Accordingly, the Corporation's exposure to so-called "junk
bonds", private placements, real estate, mortgage loans, and derivatives is
immaterial or non-existent. Management considers investment-grade securities to
be those rated by Standard & Poor's Corporation ("Standard & Poor's") or Moody's
Investors Service, Inc. ("Moody's") that fall within the top four rating
categories or securities which are not rated but have characteristics similar to
securities so rated. At December 31, 1997 and December 31, 1996, the Company had
no investments in default as to principal and/or interest.
The Company's investment policies are not designed to encourage trading of
its securities or to maximize the realization of investment gains. While the
amount of portfolio turnover varies from year to year, recent years'
dispositions of portfolio investments held to maturity are caused principally by
issuers' calls prior to maturity.
Effective January 1, 1993, the Company reevaluated the classification of
its invested assets as to those it (1) has the positive intent and ability to
hold until maturity (generally carried at amortized cost for fixed-maturity
securities), (2) has available for sale (carried at fair value with adjustments
to equity) or (3) has the intention of trading (carried at fair value with
adjustments to income). In November 1995, the Company again reevaluated the
classification of invested assets, as permitted by a Special Report issued by
the Financial Accounting Standards Board (FASB) during that month. As a result,
additional fixed maturity securities previously categorized as "held to
maturity" were reclassified to the "available for sale" category; the amortized
cost of the securities so reclassified was $1,365.7, and their fair market value
was $1,394.2; the related net of deferred tax unrealized gain of $18.5 was
credited directly to a separate account in the common shareholders' equity
section of the balance sheet in the final quarter of 1995. Prior years' balance
sheets and investment classifications have not been restated nor reclassified to
reflect these changes. The Company's invested assets as of December 31, 1997
have been classified solely as "held to maturity" or "available for sale".
The independent credit quality ratings and maturity distribution for Old
Republic's consolidated fixed maturity investments, excluding short-term
investments, at December 31, 1997 and December 31, 1996, are shown in the
following tables. These investments, $4.2 billion and $4.0 billion at December
31, 1997 and 1996, respectively, represented approximately 62% and 60%,
respectively, of consolidated assets, and 89% and 85%, respectively, of
consolidated liabilities as of such dates.
10
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
Independent Ratings (a)
- --------------------------------------------------------------------------------------------------------------------------------
December 31,
---------------------------------
1997 1996
---------- ----------
(% of total portfolio)
<S> <C> <C>
Aaa.................................................................................... 30.1% 31.5%
Aa..................................................................................... 31.2 29.8
A .................................................................................... 32.2 33.2
Baa.................................................................................... 5.9 4.8
-------- --------
Total investment grade.............................................................. 99.4 99.3
All others (b)......................................................................... .6 .7
-------- --------
Total............................................................................... 100.0% 100.0%
======== ========
</TABLE>
- ------------
(a) Ratings are assigned primarily by Moody's with remaining ratings assigned
by Standard & Poor's and converted to the equivalent Moody's rating.
(b) "All others" include securities which when purchased were investment
grade, non-investment grade or non-rated convertible securities, and other
non-rated securities such as small issues of tax exempt bonds.
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
Maturity Distribution
- --------------------------------------------------------------------------------------------------------------------------------
December 31,
---------------------------------
1997 1996
---------- ----------
(% of total portfolio)
<S> <C> <C>
Due in one year or less................................................................ 6.5% 10.3%
Due after one year through five years.................................................. 44.9 40.9
Due after five years through ten years................................................. 46.0 45.8
Due after ten years through fifteen years.............................................. 1.3 2.0
Due after fifteen years................................................................ 1.3 1.0
-------- --------
100.0% 100.0%
======== ========
Average life, including short-term investments (years)................................. 4.7 4.6
======== ========
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(c) Marketing. Commercial automobile, workers' compensation and general
liability insurance underwritten for larger commercial enterprises and public
entities is marketed primarily through independent insurance agents and brokers
with the assistance of Old Republic's trained sales, underwriting, actuarial,
and loss control personnel. The remaining property and liability commercial
insurance written by Old Republic is obtained through insurance agents or
brokers who are independent contractors and generally represent other insurance
companies, by direct sales, and through controlled marketing and underwriting
joint ventures. No single source accounted for over 10% of Old Republic's
premium volume in 1997.
Mortgage guaranty insurance is marketed primarily through a direct sales
force which calls on savings and loan associations, other lending institutions,
and mortgage bankers. No sales commissions or other forms of remuneration are
paid to the lending institutions and others for the procurement or development
of business.
11
<PAGE>
A substantial portion of the Company's title insurance business is referred
to it by title insurance agents, builders, lending institutions, real estate
developers, realtors, and lawyers. Title insurance is sold through 232 Company
offices located in 32 states and through agencies and underwritten title
companies in the District of Columbia and all states except Iowa and Oregon. The
issuing agents are authorized to issue binders and title insurance policies
based on their own search and examination, or on the basis of abstracts and
opinions of approved attorneys. Policies are also issued through independent
abstract companies (not themselves title insurers) pursuant to underwriting
agreements. These agreements generally provide that the underwritten company may
cause title policies of the Company to be issued, and the latter is responsible
under such policies for any payments to the insured. Typically, the agency or
underwritten title company deducts the major portion of the title insurance
charge to the consumer as its commission and for services. During 1997,
approximately 49% of title insurance premiums and fees were accounted for by
policies issued by agents and underwritten title companies.
Existing differences in various parts of the country with respect to the
acceptance and use of title insurance in real estate sales and loan transactions
have a material effect on title insurance growth and operations in the areas
concerned. In the Western states and certain urban areas of the East and
Midwest, title insurance is widely accepted, with the result that the potential
volume of title insurance premium income is large in relation to the volume of
real estate activity in those areas. In some other parts of the country, title
insurance is not as generally used, particularly in transactions involving
residential real estate. Consequently, in those areas, the growth of title
insurance depends not only upon market share of the title insurance business
within the industry, but also upon the increased use of title insurance in real
estate transactions. The volume of real estate activity is also affected by the
availability and cost of financing, population growth, family movements and
other factors. Also, the title insurance business is seasonal. During the winter
months, new building activity is reduced and, accordingly, the Company does less
title insurance business relative to new construction during such months than
during the rest of the year. The most important factor, insofar as Old
Republic's title business is concerned, however, is the rate of activity in the
resale market for residential properties.
The personal contacts, relationships, and reputations of Old Republic's key
executives are a vital element in obtaining and retaining much of its business.
Many of the Company's customers produce large amounts of premiums and therefore
warrant substantial levels of top executive attention and involvement. In this
respect, Old Republic's mode of operation is similar to that of professional
reinsurers and commercial insurance brokers, and relies on the marketing,
underwriting, and management skills of relatively few key people for large parts
of its business.
Several types of insurance coverages underwritten by Old Republic, such as
credit life and disability, loan credit guaranty, title, and mortgage guaranty
insurance, are affected in varying degrees by changes in national economic
conditions. During periods of economic recession or rising interest rates,
operating and/or claim costs pertaining to such coverages tend to rise
disproportionately to revenues and generally result in reduced levels of
profitability.
At least one Old Republic insurance subsidiary is licensed to do business in
each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands,
Guam, and each of the Canadian provinces; mortgage insurance subsidiaries are
licensed in 50 states and the District of Columbia; title insurance operations,
however, are licensed to do business in 48 states, the District of Columbia and
Puerto Rico. Consolidated direct premium volume distributed among the various
geographical regions shown was as follows for the past three years:
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------
Geographical Distribution of Direct Premiums Written
- ----------------------------------------------------------------------------------------------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
United States:
Northeast................................................................. 5.8% 5.1% 5.0%
Mid-Atlantic.............................................................. 7.6 8.1 8.9
Southeast................................................................. 16.3 16.3 16.6
Southwest................................................................. 13.2 14.0 13.1
East North Central........................................................ 16.9 17.2 17.7
West North Central........................................................ 14.9 16.1 16.3
Mountain.................................................................. 8.7 8.3 8.5
Western................................................................... 13.6 11.9 11.0
Foreign (Principally Canada)................................................. 3.0 2.9 2.9
---------- ---------- ----------
Total................................................................. 100.0% 100.0% 100.0%
========== ========== ==========
</TABLE>
12
<PAGE>
(d) Reserves, Reinsurance, and Retrospective Adjustments. Old Republic's
insurance subsidiaries establish reserves for future policy benefits, unearned
premiums, reported claims, claims incurred but not reported, and claim
adjustment expenses, as required in the circumstances. Such reserves are based
on regulatory accounting requirements and generally accepted accounting
principles. In accordance with insurance industry practices, claim reserves are
based on estimates of the amounts that will be paid over a period of time and
changes in such estimates are reflected in the financial statements when they
occur. See "General Insurance Claim Reserves" herein.
To maintain premium production within its capacity and limit maximum losses
and risks for which it might become liable under its policies, Old Republic, as
is the practice in the insurance industry, may cede a portion or all of its
premiums and liabilities on certain classes of insurance, individual policies,
or blocks of business to other insurers and reinsurers. Although the ceding of
insurance does not generally discharge an insurer from its direct liability to a
policyholder, it is industry practice to establish the reinsured part of risks
as the liability of the reinsurer. Old Republic also employs retrospective
premium adjustments, contingent commissions, agency profit and risk-sharing
arrangements, and joint underwriting ventures for parts of its business in order
to minimize losses for which it might become liable under its insurance
policies, and to afford its clients or producers a degree of participation in
the risks and rewards associated with such business. Under retrospective
arrangements, Old Republic collects additional premiums if losses are greater
than originally anticipated and refunds a portion of original premiums if loss
costs are lower. Pursuant to contingent commissions, agency profit and other
risk-sharing arrangements, the Company adjusts commissions or premiums
retroactively to likewise reflect deviations from originally expected loss
costs. The amount of premium, commission, or other retroactive adjustments which
may be made is either limited or unlimited depending on the Company's evaluation
of risks and related contractual arrangements. To the extent that any
reinsurance companies, retrospectively rated risks, or producers might be unable
to meet their obligations under existing reinsurance or retrospective insurance
and commission agreements, Old Republic would be liable for the defaulted
amounts. In these regards, however, the Company generally protects itself by
withholding funds, by securing indemnity agreements, or by otherwise
collateralizing reinsurance obligations through irrevocable letters of credit,
cash, or securities.
Old Republic's reinsurance practices with respect to portions of its
business also result from its desire to bring its sponsoring organizations and
customers into some degree of joint venture or risk sharing relationship. The
Corporation may, in exchange for a ceding commission, reinsure up to 100% of the
underwriting risk, and the premium applicable to such risk, to insurers owned by
or affiliated with lending institutions, sponsors whose customers are insured by
Old Republic, or individual customers who have formed "captive" insurance
companies. The ceding commissions received compensate Old Republic for
performing the direct insurer's functions of underwriting, actuarial, claim
settlement, loss control, legal, reinsurance, and administrative services to
comply with local and federal regulations, and for providing appropriate risk
management services.
Remaining portions of Old Republic's business are reinsured with
independent insurance or reinsurance companies under various quota share and
excess of loss agreements.
Reinsurance protection on property and liability operations generally
limits the net loss on any one risk to a maximum of (in whole dollars): workers'
compensation-$1,000,000; auto liability-$500,000; general liability-$500,000;
and property coverages-$250,000. Substantially all the mortgage guaranty
insurance business is retained, with the exposure on any one risk currently
averaging approximately $25,000. Title insurance risk assumptions, based on the
title insurance subsidiaries' financial resources, are limited to a maximum of
$25,000,000 as to any one policy. The maximum amount of ordinary life insurance
retained on any one life by the Life Insurance Group is $250,000.
(e) Competition. The insurance business is highly competitive and Old Republic
competes with many stock and mutual insurance companies. Many of these
competitors offer more insurance coverages and have substantially greater
financial resources than the Corporation. The rates charged for many of the
insurance coverages in which the Corporation specializes, such as workers'
compensation insurance, other property and liability insurance, title insurance,
and credit life and disability insurance, are primarily regulated by the states
and are also subject to extensive competition among major insurance
organizations. The basic methods of competition available to Old Republic, aside
from rates, are service to customers, expertise in tailoring insurance programs
to the specific needs of its clients, efficiency and flexibility of operations,
personal involvement by its key executives, and, as to title insurance, accuracy
and timely delivery of evidences of title issued. For certain types of
coverages, including loan credit guaranty and mortgage guaranty insurance, the
Company also competes in varying degrees with the Federal Housing Administration
("FHA") and the Veterans Administration ("VA"). In these regards, the
Corporation's insurance subsidiaries compete with the FHA and VA by offering
different coverages and by establishing different requirements relative to such
factors as interest rates, closing costs, and loan processing charges. The
Corporation believes its experience and expertise have enabled it to develop a
variety of specialized insurance programs for its customers and to secure state
insurance departments' approval of these programs.
13
<PAGE>
(f) Government Regulation. In common with all insurance companies, the
Corporation's insurance subsidiaries are subject to the regulation and
supervision of the jurisdictions in which they do business. The method of such
regulation varies, but, generally, regulation has been delegated to state
insurance commissioners who are granted broad administrative powers relating to:
the licensing of insurers and their agents; the nature of and limitations on
investments; approval of policy forms; reserve requirements; and trade
practices. In addition to these types of regulation, many classes of insurance,
including most of the Corporation's insurance coverages, are subject to rate
regulations which require that rates be reasonable, adequate, and not unfairly
discriminatory.
The Federal National Mortgage Association ("FNMA") and the Federal Home
Loan Mortgage Corporation ("FHLMC") have various qualifying requirements for
private mortgage guaranty insurers which write mortgage insurance on loans
acquired by the FNMA and FHLMC from mortgage lenders. These requirements include
a basic standard calling for the maintenance of a ratio of aggregate insured
risk to policyholders' surplus (defined as total statutory capital and surplus
plus statutory contingency reserves) of not more than 25 to 1. Other qualifying
requirements are designed to insure the financial stability of a private
mortgage insurance company by limiting the geographic concentration of insurance
risks, by limiting risks on nonresidential real estate insurance to 10% of
policyholders' surplus, by maintaining 85% of total admitted assets in
marketable securities and other highly liquid investments, and by maintaining a
minimum policyholders' surplus of $5 million.
Most of the Company's savings and loan association customers for mortgage
guaranty insurance are governed by the regulations of the Federal Home Loan Bank
Board. A regulation of that Board prohibits savings and loan associations from
insuring any loan with a mortgage insurance company if certain relationships
exist between such mortgage insurance company and the savings and loan
association. Generally, a savings and loan association may not obtain insurance
from any mortgage insurance company if (1) any commission, fee or other
compensation is paid to the savings and loan association or any of its officers,
directors, employees or affiliates, (2) a savings account is maintained by the
mortgage insurance company with such savings and loan association, (3) any
officer or employee of the mortgage insurance company or its parent company is a
director, officer or controlling person of the savings and loan association, or
(4) either (a) the association or any director, officer, controlling person or
affiliate holds equity securities of the mortgage insurance company or any
parent company thereof having a cost in excess of $50,000 or representing more
than one percent of any class of equity securities of the company, if its assets
are less than $50 million, or one-half percent, if the assets equal or exceed
$50 million, or (b) the association and all of its directors, officers,
controlling persons or affiliates in the aggregate own equity securities of the
mortgage insurance company having a cost in excess of $100,000, or two percent
of a company the assets of which are less than $50 million, or one percent, if
the assets equal or exceed $50 million.
There have been various proposals from time to time with respect to
additional regulation of credit life and disability insurance which could have
an adverse effect on the consumer credit insurance business. The financial
institutions whose customers are insured by Old Republic are also regulated by
federal and state authorities whose regulations have a direct effect on certain
forms of credit life and disability insurance.
The majority of states have also enacted insurance holding company laws
which require registration and periodic reporting by insurance companies
controlled by other corporations licensed to transact business within their
respective jurisdictions. Old Republic's insurance subsidiaries are subject to
such legislation and are registered as controlled insurers in those
jurisdictions in which such registration is required. Such legislation varies
from state to state but typically requires periodic disclosure concerning the
corporation which controls the registered insurers, or ultimate holding company,
and all subsidiaries of the ultimate holding company, and prior approval of
certain intercorporate transfers of assets (including payments of dividends in
excess of specified amounts by the insurance subsidiary) within the holding
company system. Each state has established minimum capital and surplus
requirements to conduct an insurance business. All of the Company's subsidiaries
meet or exceed these requirements, which vary from state to state.
(g) Employees. As of December 31, 1997, Old Republic employed approximately
5,890 persons on a full time basis. Eligible full time employees participate in
various pension plans which provide annuity benefits payable upon retirement.
Eligible employees are also covered by hospitalization and major medical
insurance, group life insurance, and various profit sharing and deferred
compensation plans. The Company considers its employee relations to be good.
14
<PAGE>
Item 2-Properties
The principal executive offices of the Company are located in the Old
Republic Building in Chicago, Illinois. This Company owned building contains
151,000 square feet of floor space of which approximately 50% is occupied by Old
Republic, and the remainder is leased to others. In addition to the
Company-owned principal executive offices, a subsidiary of the Title Insurance
Group partially occupies its headquarters building. This building contains
110,000 square feet of floor space of which approximately 65% is occupied by the
Old Republic National Title Insurance Company. The remainder of the building is
leased to others. Eleven smaller buildings are owned by Old Republic and its
subsidiaries in various parts of the country and are primarily used for its
business. The carrying value of all buildings and related land at December 31,
1997 was approximately $13.7 million.
Certain other operations of the Company and its subsidiaries are directed
from leased premises. See Note 5(b) of the Notes to Consolidated Financial
Statements for a summary of all material lease obligations.
Item 3-Legal Proceedings
There are no material legal proceedings against the Company other than
those arising in the normal course of business and which generally pertain to
claim matters arising from insurance policies and contracts issued by the
Corporation's insurance subsidiaries.
Item 4-Submission of Matters to a Vote of Security Holders
None
Item 4(a)-Executive Officers of the Registrant
Name Age Position
- ------------------ --- ------------------------------
Paul D. Adams 52 Senior Vice President, Chief Financial Officer
since 1990 and Treasurer since 1993.
Spencer LeRoy, III 51 Senior Vice President, General Counsel, and
Secretary since 1992.
William A. Simpson 56 Senior Vice President/Mortgage Guaranty, and
Director since 1980. President since 1972 of
Republic Mortgage Insurance Company, a wholly-
owned subsidiary.
A. C. Zucaro 58 Chief Executive Officer, President, Director
and Chairman of the Board since 1990, 1981,
1976 and 1993, respectively.
The term of office of each officer of the Company expires on the date of
the annual meeting of the board of directors, which is generally held in May of
each year. There is no family relationship between any of the executive officers
named above. Each of these named officers has been employed in executive
capacities with the Company and/or its subsidiaries for the past five years.
15
<PAGE>
PART II
Item 5-Market for the Registrant's Common Stock and Related Security Holder
Matters
The Company's common stock is traded on the New York Stock Exchange under
the symbol "ORI". The high and low closing prices as reported on the New York
Stock Exchange, and cash dividends declared for each quarterly period during the
past two years were as follows:
<TABLE>
Closing Price Cash
------------------------
High Low Dividends
-------- -------- ---------
<S> <C> <C> <C>
1st quarter 1996................................................................ $ 16.17 $ 14.05 $ .058
2nd quarter 1996................................................................ 15.33 13.55 .073
3rd quarter 1996................................................................ 16.50 13.75 .073
4th quarter 1996................................................................ $ 18.42 $ 16.42 $ .073
======== ======== =========
1st quarter 1997................................................................ $ 18.25 $ 16.75 $ .073
2nd quarter 1997................................................................ 20.75 16.42 .087
3rd quarter 1997................................................................ 26.54 20.25 .087
4th quarter 1997................................................................ $ 26.59 $ 23.17 $ .087
======== ======== =========
</TABLE>
As of January 30, 1998, there were 3,631 registered holders of the Company's
Common Stock. See Notes 4(b) and 4(c) of the Notes to Consolidated Financial
Statements for a description of certain regulatory restrictions on the payment
of dividends by Old Republic's insurance subsidiaries and certain restrictions
under the terms of Old Republic's loan agreements. Closing prices have been
restated, as necessary, to reflect all stock dividends and splits declared
through March 12, 1998.
16
<PAGE>
Item 6-Selected Financial Data
Years Ended December 31,
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
FINANCIAL POSITION ($ millions):
Cash and Invested Assets (a)........... $ 4,819.9 $ 4,521.8 $ 4,415.2 $ 3,906.4 $ 3,723.0
Other Assets........................... 2,103.5 2,134.3 2,178.2 2,356.5 2,375.3
Total Assets.................... 6,923.4 6,656.2 6,593.5 6,262.9 6,098.3
Liabilities, Other than Debt........... 4,627.2 4,581.5 4,587.9 4,543.4 4,480.5
Debt and Debt Equivalents.............. 142.9 154.0 320.5 314.7 282.7
Total Liabilities............... 4,770.2 4,735.6 4,908.4 4,858.1 4,763.3
Preferred Stock........................ 1.0 20.6 72.5 75.4 78.0
Common Shareholders' Equity............ 2,152.1 1,900.0 1,612.5 1,329.3 1,256.9
Total Capitalization (b)........ $ 2,296.1 $ 2,074.6 $ 2,005.6 $ 1,719.5 $ 1,617.7
============== ============== ============== ============== ===============
- ------------------------------------------------------------------------------------------------------------------------------
RESULTS OF OPERATIONS ($ millions):
Net Premiums and Fees Earned........... $ 1,628.0 $ 1,507.7 $ 1,374.0 $ 1,423.2 $ 1,445.7
Net Investment and Other Income........ 308.4 281.0 272.1 248.0 250.2
Realized Investment Gains.............. 26.3 15.1 49.7 7.7 40.2
Net Revenues.................... 1,962.8 1,803.9 1,695.9 1,679.0 1,736.3
Benefits, Claims, Settlement
Expenses and Dividends............... 787.6 752.0 747.9 761.2 811.3
Underwriting and Other Expenses........ 748.5 709.4 631.9 691.9 681.6
Income Taxes.................... 129.2 108.5 103.6 73.4 78.0
Income Before Items Below.............. 298.1 234.8 212.7 151.0 166.4
Accounting Changes (c)................. - - - - 8.6
Extraordinary Item (d)................. - (4.4) - - -
-------------- -------------- -------------- -------------- ---------------
Net Income...................... $ 298.1 $ 230.3 $ 212.7 $ 151.0 $ 175.1
============== ============== ============== ============== ===============
- ------------------------------------------------------------------------------------------------------------------------------
COMMON SHARE DATA (e):
Net Income:
Basic Earnings (f):
Income Before Items Below............ $ 2.22 $ 1.76 $ 1.76 $ 1.23 $ 1.37
Accounting Changes (c)............... - - - - .07
Extraordinary Item (d)............... - (.03) - - -
-------------- -------------- -------------- -------------- ---------------
Net Income...................... $ 2.22 $ 1.73 $ 1.76 $ 1.23 $ 1.44
============== ============== ============== ============== ===============
Diluted Earnings (g):
Income Before Items Below............ $ 2.10 $ 1.62 $ 1.52 $ 1.08 $ 1.20
Accounting Changes (c)............... - - - - .06
Extraordinary Item (d)............... - (.03) - - -
-------------- -------------- -------------- -------------- ---------------
Net Income...................... $ 2.10 $ 1.59 $ 1.52 $ 1.08 $ 1.26
============== ============== ============== ============== ===============
Dividends: Cash..................... $ .333 $ .278 $ .227 $ .209 $ .191
============== ============== ============== ============== ===============
Stock.................... -% 50% -% -% -%
============== ============== ============== ============== ===============
Book Value............................. $ 15.59 $ 14.57 $ 13.58 $ 11.46 $ 10.78
============== ============== ============== ============== ===============
Common Shares (thousands):
Outstanding.......................... 138,069 130,408 118,716 115,956 116,649
============== ============== ============== ============== ===============
Average and Equivalent Shares:
Basic.................... 133,659 129,030 117,243 116,740 116,103
============== ============== ============== ============== ===============
Diluted.................. 141,768 141,967 138,926 138,729 138,418
============== ============== ============== ============== ===============
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes on Following Page
17
<PAGE>
Notes to Item 6-Selected Financial Data
- -------------------------------------------------------------------------------
(a) Consists of cash, investments and investment income due and accrued.
(b) Total capitalization consists of debt and debt equivalents, preferred
stock, and common shareholders' equity.
(c) Effective January 1, 1993, the Company adopted Financial Accounting
Statement (FAS) No. 109 "Accounting for Income Taxes" that required a
change to the asset and liability method of calculating deferred income
taxes. The cumulative effect of this change resulted in net income of
$13.3, or $.11 per share ($.09 diluted) in 1993. In addition, effective
January 1, 1993 the Company adopted FAS No. 106 "Employers' Accounting for
Post-retirement Benefits Other than Pensions" for health care and life
insurance benefit plans. A few Old Republic subsidiaries made available
post-retirement health benefits for employees that retired prior to
November 30, 1992. The Company recognized the accumulated post-retirement
benefit liability of $7.0 as of January 1, 1993; this resulted in an after
tax charge to net income of $4.6 or $.04 per share ($.03 diluted.
(d) In February 1996, the Company called for the redemption of its 10%
debentures maturing in 2018 ($75.0 principal amount), and its 5.75%
convertible subordinated debentures maturing in 2002 ($110.0 principal
amount). In April 1996, the Company called for redemption its 11.5%
debentures maturing in 2015 ($30.0 principal amount). Redemption of the
debentures was effected with internally available funds, while the
subordinated debentures were converted by their terms into approximately
9.6 million Old Republic common shares. The early retirement of the
Company's debentures produced a net of tax charge of $4.4 or $.03 per share
that has been reflected as an extraordinary item in 1996.
(e) Effective in 1997, the Company adopted Financial Accounting Statement (FAS)
No. 128 "Earnings Per Share" which 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. Diluted Earnings Per Share per
FAS-128 is computed in a fashion similar to the former Fully Diluted
Earnings Per Share as required by prior authoritative FASB pronouncements.
Prior year data has been retroactively restated. Common share data has been
retroactively adjusted to reflect a 50% stock dividend of the Company's
common shares approved by the Board of Directors on March 12, 1998. FAS-128
requires this stock dividend be reflected in the 1997 year-end financial
statements. Excludes 10,110,690 issued and outstanding common shares, held
by a consolidated affiliate, which are eliminated in consolidation and in
the calculation of outstanding shares for financial accounting purposes
only.
(f) Calculated after deduction of preferred stock dividend requirements of $1.7
in 1997, $7.5 in 1996, $6.7 in 1995, $7.0 in 1994 and $7.2 in 1993.
(g) Calculated after deduction of preferred stock dividend requirements and, as
applicable, after adjustment for post-tax convertible debentures interest
of $4.0 in 1996, $.6 in 1995, $.9 in 1994 and $1.0 in 1993.
18
<PAGE>
Item 7-Management Analysis of Financial Position and Results of Operations
($ in Millions, Except Share Data)
- -------------------------------------------------------------------------------
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.
CHANGE IN ACCOUNTING POLICY
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 128 (FAS-128) Earnings Per Share, in February
1997. This statement has been adopted by Old Republic, and prior period data has
been restated for comparative purposes.
FAS-128 establishes a new methodology for computing earnings per share.
Primary Earnings Per Share is replaced by Basic Earnings Per Share. The latter
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. Diluted Earnings Per Share
per FAS-128 is computed in a fashion similar to the former Fully Diluted
Earnings Per Share as required by prior authoritative FASB pronouncements.
NON-RECURRING ITEMS
In the second quarter of 1997, 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,
reduced income tax expense by $5.9 and increased after-tax consolidated earnings
by $14.2 ($0.10 per diluted common share) for the year ended December 31, 1997.
FINANCIAL POSITION
Old Republic's financial position at December 31, 1997 reflected increases
in assets, liabilities and common shareholders' equity of 4.0%, 0.7% and 13.3%,
respectively, when compared to the immediately preceding year-end. Cash and
invested assets represented 69.6% and 67.9% of consolidated assets as of
December 31, 1997 and December 31, 1996, respectively.
Relatively high short-term maturity investment positions continued to be
maintained as of most recent year ends 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 1997 and 1996, the Corporation committed substantially all investable
funds in short to intermediate-term fixed maturity securities with an emphasis
on tax-exempt bonds. 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. Old Republic's commitment to equity securities during 1997
was approximately equal to the related invested balance at year-end 1996. At
December 31, 1997, the Company had no investments in default as to principal
and/or interest.
The Company does not own or utilize derivative financial instruments for
the purpose of hedging, enhancing the overall return of its investment
portfolio, or reducing the cost of its debt obligations. Old Republic employs
traditional investment management tools and techniques to address the yield and
valuation exposures of its invested assets. The long term fixed maturity
investment portfolio is managed so as to limit various risks inherent in the
bond market. Credit risk is addressed through adequate diversification and the
purchase of investment grade securities. Reinvestment rate risk is controlled by
concentrating on non-callable issues, and through asset-liability matching
practices. Purchases of mortgage and asset backed securities, which have
variable principal prepayment options, are generally avoided. Market value risk
is limited through the purchase of bonds of intermediate maturity. The
combination of these investment management tenets generally provides
19
<PAGE>
a more stable long term fixed maturity investment portfolio that is not subject
to extreme interest rate sensitivity and principal deterioration. The market
value of the Company's long term fixed maturity investment portfolio is
sensitive, however, to fluctuations in the level of interest rates, but not
materially effected by changes in anticipated cash flows caused by any
prepayments. The impact of interest rate movements on the long term fixed
maturity investment portfolio generally affects net realized gains or losses
when securities are sold. With a market value of $4,316.1, the long term fixed
maturity investment portfolio has an average maturity of 5.1 years and an
indicated duration of 4.2. This implies that a 100 basis point parallel increase
in interest rates from current levels would result in a possible decline in the
market value of the long term fixed maturity investment portfolio of
approximately 4.2%, or $180. With regard to its $113.8 common stock portfolio,
the Company does not own nor engage in any type of option writing. A 10%
decrease in the U.S. equity market prices could result in a decrease of $11.4 in
the market value of the Company's common stock portfolio. These possible
declines in values for Old Republic's bond and stock portfolios would affect
negatively the common shareholders' equity at any point in time, but would not
necessarily result in the recognition of realized investment losses as long as
operating cash flow and the ongoing emergence of bond maturities continued to
provide sufficient funds to meet obligations to policyholders and claimants.
Consolidated operations produced positive cash flows for the latest three
years. The 1996 decline in cash flow from operations was due mainly to lower
operating cash flow in Old Republic's general and life segments. Each of the
Company's four segments contributed to the increase in such cash flow for 1997.
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 restrict the amount of debt the Company may incur. This
covenant is being met.
Old Republic's capitalization of $2,296.1 at December 31, 1997 consisted of
debt and debt equivalents of $142.9, convertible preferred stock of $1.0, and
common shareholders' equity of $2,152.1. The increase in the common
shareholders' equity account during the past three years reflects primarily the
retention of earnings in excess of dividends declared on outstanding preferred
and common shares, the conversion of redeemable convertible preferred stock in
1997, the issuance of additional shares to effect a debt conversion in 1996, and
an increase during 1997 and 1995 compared to a decrease during 1996 in the value
of bonds and stocks carried at market value. Common shareholders equity
increases in 1997 were partially offset by the acquisition of $62.1 of common
stock in open market transactions. At its May 16, 1996 meeting, the Company's
Board of Directors had authorized the reacquisition of up to $150.0 of common
and preferred shares as market conditions would warrant during the twenty-four
month period from that date; as of December 31, 1997, a total of $33.1 remained
unutilized.
In February 1996, the Company called for the redemption of its 10%
debentures maturing in 2018 ($75.0 principal amount ) and its 5.75% convertible
subordinated debentures maturing in 2002 ($110.0 principal amount). In April
1996, the Company called for the redemption of its 11.5% debentures maturing in
2015 ($30.0 principal amount); redemption of these debentures was financed with
internally available funds, while the subordinated debentures were converted by
their terms into approximately 9.6 million Old Republic common shares. As a
result of these redemptions and conversions, the Company's debt declined by
$215.0 while its common shareholders' equity account rose by $108.6 during 1996.
The early retirement of the debentures produced a net of tax charge of $4.4
($0.03 per diluted common share) that has been reflected as an extraordinary
item in 1996. In December 1996, the Company redeemed all ($54.8) of its Series
"H" cumulative preferred stock with available funds. During the second quarter
of 1997, the Company issued $115.0 of 7% debentures maturing June 15, 2007;
proceeds from this offering were used principally to redeem commercial paper
debt.
Common share data has been retroactively adjusted to reflect a 50% stock
dividend of the Company's common shares approved by the Board of Directors on
March 12, 1998. FAS-128 requires this stock dividend be reflected in the 1997
year-end financial statements.
20
<PAGE>
RESULTS OF OPERATIONS
Revenues:
Consolidated net premiums and fees earned increased by 8.0% in 1997 and
9.7% in 1996, while they declined by 3.5% in 1995. Property and liability earned
premiums increased 4.5% in 1997 and 1.9% in 1996 and decreased by 1.5% in 1995;
premium production trends in the past three years were affected by a soft
pricing environment for most insurance coverages, and by lower participation in
involuntary market (assigned risk) pools. Growth in mortgage guaranty premiums
for the past three years was enhanced principally by a rise in the amount of
renewal business, by territorial expansion, and by relatively strong mortgage
lending activity. Title Group premiums and fee revenues increased 9.4% in 1997
and 20.3% in 1996, but decreased by 20.6% in 1995. Greater housing and mortgage
finance activity were the main reasons for this rise in revenues in the most
recent two years. Depressed conditions in the large California housing market
and much lower refinancing activity nationwide resulted in reduced title
insurance revenues in 1995. Life and disability premium volume increased
moderately during the last three years as a result of greater term life and
accident insurance production.
Net investment income grew by 3.9%, 3.4% and 10.7% in 1997, 1996 and 1995,
respectively. For each of the past three years, this revenue source was affected
by positive consolidated operating cash flows and by a concentration of
investable assets in interest-bearing, fixed maturity securities. The Company,
as previously mentioned, used internal funds in 1997 for open market purchases
of its common stock and in 1996 to redeem certain debt and preferred stock, thus
reducing the size and earning power of its invested asset base. The average
annual yield on investments was 5.9%, 6.0% and 6.2% for the years ended December
31, 1997, 1996 and 1995, 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 times during the past three years, and the
commitment of a larger percentage of investable funds to tax-exempt fixed
maturity securities that typically bear lower pre-tax yields.
While the Company's investment policies have not been designed to maximize
realized investment gains, such gains were higher in 1995 than those realized in
1997 and 1996. Dispositions of securities have been caused principally by calls
prior to maturity by issuers of bonds and notes, and by sales of equity
securities. In 1997, 76.9% of total fixed maturity securities dispositions
represented contractual maturities and early calls of existing holdings; for the
year 1996 and 1995 these amounted to 72.5% and 58.5%, respectively.
Expenses:
Consolidated benefit, claim, and related settlement costs, as a percentage
of net premiums and fees earned, were approximately 48.4% in 1997, 49.9% in 1996
and 54.4% in 1995. This consolidated ratio was affected principally by an
improving claim ratio for liability insurance coverages due mostly to reduced
losses from involuntary workers compensation pool assessments, as well as
reduced claim frequencies and severity generally. The loss ratio for mortgage
guaranty insurance decreased slightly in 1997 compared to 1996 which increased
compared to 1995; the 1996 increase was mostly due to a rise in frequency of
claim occurrences, principally in the California market which has been affected
by an economic slowdown for several years. The title insurance loss ratio in
each of the past three years was affected by favorable trends in claims
frequency and severity for business underwritten since 1992.
The ratio of consolidated underwriting, acquisition, and insurance expenses
to net premiums and fees earned was approximately 45.2% in 1997, 46.0% in 1996
and 44.0% in 1995. Variations in these ratios reflect a continually changing mix
of coverages sold and attendant costs of producing business. During the past
three years, the property and liability and mortgage guaranty segments' expense
ratios have remained relatively flat. The title insurance expense ratio has
trended lower, particularly in 1997, due in part to an increase in premium and
fees volume without a proportional increase in expenses. The decline in interest
and other charges, particularly in 1997, is principally a result of the above
noted reduction in outstanding debt.
The Company and its subsidiaries have been aware for several years of
issues associated with programming codes in existing computer systems as the
year 2000 approaches. The Company's subsidiaries are scheduled to complete by
December 31, 1998, the identification and implementation of changes, and the
testing of systems affected by this year 2000 issue. The costs of identifying,
implementing, and testing the required changes has not been material to
historical operating results. A significant portion of these costs was not
incremental as the Company and its subsidiaries have mostly utilized existing
resources.
21
<PAGE>
Pre-Tax and Net Income:
Income before taxes increased by 24.6%, 8.3% and 39.9% in 1997, 1996 and
1995, respectively. General insurance results have trended up during the past
three years and have continued as the largest contributor to consolidated
earnings, principally as a result of improved underwriting results and greater
investment income. The mortgage guaranty segment reflected significantly
improved earnings in each of the last three years due to increased revenues
generating higher income from underwriting operations. Increases in title
insurance earnings in 1997 and 1996 resulted from growth in premiums and fees
and a reduction in loss and expense ratios, while the lower results in 1995 were
due to the previously noted decline in revenues. Life and disability operations,
excluding the aforementioned non-recurring tax recovery item, have posted
relatively flat earnings in the past three years.
The effective consolidated income tax rates were 30.3% in 1997, 31.6% in
1996 and 32.7% in 1995. The rates for each year reflect primarily the varying
proportions of pre-tax operating income derived from tax-exempt investment
income, on the one hand, and the combination of fully taxable investment income,
realized investment gains, and underwriting and service income, on the other
hand. The lower rate in 1997 was also caused by the above noted income tax
recoveries for prior years.
See last paragraph under "Financial Position" above for extraordinary
charge recorded in 1996.
OTHER INFORMATION
Reference is here made to "Financial Information Relating to Segments of
Business" appearing elsewhere herein.
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.
Any forward-looking statements contained in this report, of necessity,
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.
Any forward-looking statements speak only as of their dates. Old Republic
undertakes no obligation to publicly update or revise such statements, whether
as a result of new information, future events or otherwise, and accordingly they
may not be unduly relied upon.
22
<PAGE>
Item 8-Financial Statements
Listed below are the financial statements included herein:
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
Page No.
--------
Consolidated Balance Sheets......................................... 24-25
Consolidated Statements of Income................................... 26
Consolidated Statements of Preferred Stock and
Common Shareholders' Equity...................................... 27-28
Consolidated Statements of Cash Flows............................... 29
Notes to Consolidated Financial Statements.......................... 30-52
Report of Independent Accountants................................... 53
23
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets ($ in Millions)
- ----------------------------------------------------------------------------------------------------------------------------------
December 31,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Assets
Investments:
Held to maturity:
Fixed maturity securities (at amortized cost) (fair value: $2,306.1
and $2,045.6)........................................................................... $ 2,249.7 $ 2,022.9
Other long-term investments (at cost)..................................................... 15.4 25.1
------------- -------------
2,265.1 2,048.1
------------- -------------
Available for sale:
Fixed maturity securities (at fair value) (cost: $1,954.5 and $1,957.7).................. 2,009.9 1,984.2
Equity securities (at fair value) (cost: $60.9 and $74.6)................................. 117.1 116.1
Short-term investments (at fair value which approximates cost)............................ 328.0 265.7
------------- -------------
2,455.2 2,366.0
------------- -------------
4,720.4 4,414.2
------------- -------------
Other Assets:
Cash...................................................................................... 26.9 35.3
Securities and indebtedness of related parties............................................ 46.4 43.5
Accrued investment income................................................................. 72.5 72.2
Accounts and notes receivable............................................................. 273.6 255.2
Reinsurance balances and funds held....................................................... 88.5 112.8
Reinsurance recoverable: Paid losses................................................. 27.2 26.5
Policy and claim reserves................................... 1,333.5 1,396.2
Deferred policy acquisition costs......................................................... 126.2 114.6
Sundry assets............................................................................. 207.9 185.3
------------- -------------
2,203.0 2,241.9
------------- -------------
Total Assets............................................................................ $ 6,923.4 $ 6,656.2
============= =============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- ------------------------------------------------------------------------------
24
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets ($ in Millions) (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
December 31,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Future policy benefits.................................................................... $ 183.3 $ 183.6
Losses, claims and settlement expenses.................................................... 3,529.7 3,541.8
Unearned premiums......................................................................... 375.8 386.8
Other policyholders' benefits and funds................................................... 61.1 65.3
------------- -------------
Total policy liabilities and accruals................................................... 4,150.0 4,177.5
Commissions, expenses, fees and taxes..................................................... 124.0 112.6
Reinsurance balances and funds............................................................ 148.2 173.7
Federal income tax payable: Current................................................. 4.3 1.9
Deferred................................................ 108.3 39.1
Debt and debt equivalents................................................................. 142.9 154.0
Sundry liabilities........................................................................ 92.2 76.5
Commitments and contingent liabilities.................................................... - -
------------- -------------
Total Liabilities...................................................................... 4,770.2 4,735.6
------------- -------------
Preferred Stock:
Redeemable convertible preferred stock (*)................................................ - 19.3
Convertible preferred stock (*)........................................................... 1.0 1.2
------------- -------------
Total Preferred Stock.................................................................. 1.0 20.6
------------- -------------
Common Shareholders' Equity:
Common stock(*)........................................................................... 103.1 96.0
Additional paid-in capital................................................................ 604.3 575.6
Unallocated shares - ESSOP................................................................ (6.1) -
Net unrealized appreciation of securities................................................. 72.4 43.4
Retained earnings......................................................................... 1,478.8 1,223.3
Treasury stock (at cost).................................................................. (100.5) (38.4)
------------- -------------
Total Common Shareholders' Equity...................................................... 2,152.1 1,900.0
------------- -------------
Total Liabilities, Preferred Stock and Common Shareholders' Equity..................... $ 6,923.4 $ 6,656.2
============= =============
</TABLE>
- ------------
(*) At December 31, 1997 and 1996, there were 75,000,000 shares of $0.01 par
value preferred stock authorized, of which 237,551 in 1997 and 50,591,157
in 1996 were redeemable and/or convertible preferred shares issued and
outstanding. As of the same dates, there were 250,000,000 shares of common
stock, $1.00 par value, authorized, of which 154,699,842 in 1997 and
144,017,414 in 1996 were issued and outstanding. At December 31, 1997 and
1996 there were 50,000,000 shares of Class B Common Stock, $1.00 par value,
authorized, of which no shares were issued. Common shares classified as
treasury stock were 16,630,075 and 13,609,269 as of December 31, 1997 and
1996, respectively.
See accompanying Notes to Consolidated Financial Statements.
- ------------------------------------------------------------------------------
25
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income ($ in Millions, Except Share Data)
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
---------------------------------------------------
1997 1996 1995
--------------- --------------- ----------------
<S> <C> <C> <C>
Revenues:
Net premiums earned................................................... $ 1,464.6 $ 1,360.4 $ 1,251.7
Title, escrow, and other fees......................................... 163.3 147.2 122.2
Net investment income................................................. 270.8 260.5 251.9
Realized investment gains............................................. 26.3 15.1 49.7
Other income.......................................................... 37.6 20.4 20.2
--------------- --------------- ----------------
1,962.8 1,803.9 1,695.9
--------------- --------------- ----------------
Benefits, Losses and Expenses:
Benefits, claims, and settlement expenses............................. 787.9 752.1 740.3
Dividends to policyholders............................................ (.2) - 7.5
Underwriting, acquisition, and insurance expenses..................... 735.0 693.3 605.0
Interest and other charges............................................ 13.4 16.0 26.9
--------------- --------------- ----------------
1,536.1 1,461.5 1,379.9
--------------- --------------- ----------------
Income before income taxes and items below............................ 426.7 342.4 316.0
--------------- --------------- ----------------
Income Taxes: Currently payable................................... 75.4 65.7 63.8
Deferred............................................ 53.7 42.8 39.7
--------------- --------------- ----------------
Total............................................... 129.2 108.5 103.6
--------------- --------------- ----------------
Income before items below............................................. 297.4 233.8 212.4
Equity in earnings of unconsolidated subsidiaries
and minority interests.............................................. .6 .9 .2
--------------- --------------- ----------------
Income before extraordinary item...................................... 298.1 234.8 212.7
Extraordinary item, net of income tax credits of $2.4................. - (4.4) -
--------------- --------------- ----------------
Net Income............................................................ $ 298.1 $ 230.3 $ 212.7
=============== =============== ================
Net Income Per Share:
Basic:
Before extraordinary item....................................... $ 2.22 $ 1.76 $ 1.76
Extraordinary item.............................................. - (.03) -
--------------- --------------- ----------------
Net income...................................................... $ 2.22 $ 1.73 $ 1.76
=============== =============== ================
Diluted:
Before extraordinary item....................................... $ 2.10 $ 1.62 $ 1.52
Extraordinary item.............................................. - (.03) -
--------------- --------------- ----------------
Net income...................................................... $ 2.10 $ 1.59 $ 1.52
=============== =============== ================
Average number of common and common
equivalent shares outstanding: Basic........................... 133,659,413 129,030,492 117,243,264
=============== =============== ================
Diluted......................... 141,768,361 141,967,729 138,926,325
=============== =============== ================
Dividends Per Common Share:
Cash................................................................ $ .333 $ .278 $ .227
=============== =============== ================
Stock............................................................... -% 50% -%
=============== =============== ================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- ------------------------------------------------------------------------------
26
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity ($ in Millions)
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
---------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Redeemable Convertible Preferred Stock:
Balance, beginning of year........................................... $ 19.3 $ 17.0 $ 16.8
Amortization to redemption value capitalized....................... - (.1) (1.1)
Converted into common stock........................................ (22.1) (.4) (.6)
Reclassification from debt equivalent.............................. 2.7 2.8 2.1
--------------- --------------- ---------------
Balance, end of year................................................. $ - $ 19.3 $ 17.0
=============== =============== ===============
Convertible Preferred Stock:
Balance, beginning of year........................................... $ 1.2 $ .6 $ 3.8
Exercise of stock options.......................................... - .5 .1
Converted into common stock........................................ (.2) - (3.2)
--------------- --------------- ---------------
Balance, end of year................................................. $ 1.0 $ 1.2 $ .6
=============== =============== ===============
Cumulative Preferred Stock:
Balance, beginning of year........................................... $ - $ 54.8 $ 54.8
Redemption of cumulative preferred stock........................... - (54.8) -
--------------- --------------- ---------------
Balance, end of year................................................. $ - $ - $ 54.8
=============== =============== ===============
Common Stock:
Balance, beginning of year........................................... $ 96.0 $ 58.8 $ 57.6
Stock dividend..................................................... - 31.8 -
Dividend reinvestment plan......................................... - - -
Exercise of stock options.......................................... .3 .3 .1
Acquisition of subsidiary.......................................... - .4 .5
Conversion of convertible debentures............................... - 4.2 -
Conversion of convertible preferred stock.......................... 6.7 .1 .4
--------------- --------------- ---------------
Balance, end of year................................................. $ 103.1 $ 96.0 $ 58.8
=============== =============== ===============
Additional Paid-in Capital:
Balance, beginning of year........................................... $ 575.6 $ 463.4 $ 456.9
Dividend reinvestment plan......................................... .5 .5 .4
Exercise of stock options.......................................... 6.4 6.8 2.4
Acquisition of subsidiary.......................................... - - .1
Conversion of convertible debentures............................... - 104.4 -
Conversion of convertible preferred stock.......................... 21.7 .2 3.5
--------------- --------------- ---------------
Balance, end of year................................................. $ 604.3 $ 575.6 $ 463.4
=============== =============== ===============
Unallocated Shares - ESSOP:
Balance, beginning of year........................................... $ - $ - $ -
Change for the year................................................ (6.1) - -
--------------- --------------- ---------------
Balance, end of year................................................. $ (6.1) $ - $ -
=============== =============== ===============
Net Unrealized Appreciation of Securities:
Balance, beginning of year........................................... $ 43.4 $ 70.3 $ (10.4)
Change for the year, net of deferred tax if any.................... 29.0 (26.9) 80.7
--------------- --------------- ---------------
Balance, end of year................................................. $ 72.4 $ 43.4 $ 70.3
=============== =============== ===============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- ------------------------------------------------------------------------------
27
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity, (Continued) ($ in Millions)
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
---------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Retained Earnings:
Balance, beginning of year........................................... $ 1,223.3 $ 1,058.3 $ 865.0
Net income......................................................... 298.1 230.3 212.7
Dividends on common: Cash.......................................... (44.9) (35.9) (26.7)
: Stock......................................... - (31.8) -
Dividends on preferred stock....................................... (1.7) (7.5) (6.7)
Acquisition of subsidiary.......................................... - 8.5 10.6
Currency translation adjustments................................... 4.0 1.5 3.3
--------------- --------------- ---------------
Balance, end of year................................................. $ 1,478.8 $ 1,223.3 $ 1,058.3
=============== =============== ===============
Treasury Stock:
Balance, beginning of year........................................... $ (38.4) $ (38.4) $ (39.8)
Acquired during the year........................................... (62.1) - (.9)
Acquisition of subsidiary.......................................... - - 2.3
--------------- --------------- ---------------
Balance, end of year................................................. $ (100.5) $ (38.4) $ (38.4)
=============== =============== ===============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
- ------------------------------------------------------------------------------
28
<PAGE>
<TABLE>
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows ($ in Millions)
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
---------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income........................................................... $ 298.1 $ 230.3 $ 212.7
Change in non-cash items:
Deferred policy acquisition costs.................................. (11.6) (6.7) (6.8)
Premiums and other receivables..................................... (18.2) 18.6 (29.8)
Unpaid claims and related items.................................... 51.2 37.4 104.2
Future policy benefits and policyholders' funds.................... (10.8) (19.8) 15.3
Income taxes....................................................... 56.1 32.1 56.3
Reinsurance balances and funds..................................... (1.9) 15.6 24.8
Accounts payable, accrued expenses and other....................... 24.6 3.9 18.9
--------------- --------------- ---------------
Total................................................................ 387.5 311.6 395.6
--------------- --------------- ---------------
Cash flows from investing activities:
Sales of fixed maturity securities:
Held to maturity:
Maturities and early calls....................................... 173.3 91.9 123.8
Available for sale:
Maturities and early calls....................................... 280.6 200.6 72.5
Other............................................................ 136.2 111.1 139.0
Sales of equity securities........................................... 29.0 45.9 201.9
Sales of other investments........................................... 15.2 4.4 4.1
Sales of fixed assets for company use................................ 3.0 3.4 6.8
Purchases of fixed maturity securities:
Held to maturity................................................... (399.9) (400.1) (236.9)
Available for sale................................................. (419.1) (206.1) (515.8)
Purchases of equity securities....................................... (15.4) (24.4) (42.6)
Purchases of other investments....................................... (5.5) (2.7) (3.8)
Purchases of fixed assets for company use............................ (10.5) (12.4) (7.1)
Other-net............................................................ (8.7) (7.7) 3.6
--------------- --------------- ---------------
Total................................................................ (221.7) (196.0) (254.3)
--------------- --------------- ---------------
Cash flows from financing activities:
Increase in term loans............................................... 10.0 88.0 12.7
Issuance of debentures and notes..................................... 116.8 - -
Issuance of preferred and common shares.............................. 7.3 17.4 14.5
Issuance of treasury shares.......................................... - - 2.3
Repayments of term loans............................................. (135.0) (47.9) (4.9)
Redemption of debentures and notes................................... (1.6) (105.0) -
Dividends on common shares........................................... (44.9) (35.9) (26.7)
Dividends on preferred shares........................................ (1.7) (7.6) (7.9)
Purchases of treasury shares......................................... (62.1) - (.9)
Redemption of cumulative preferred shares............................ - (54.8) -
Other-net............................................................ (.4) (.6) (1.4)
--------------- --------------- ---------------
Total................................................................ (111.7) (146.6) (12.3)
--------------- --------------- ---------------
Increase (decrease) in cash and short-term
investments........................................................... 54.0 (31.1) 128.8
Cash and short-term investments, beginning of year................... 301.0 332.1 203.3
--------------- --------------- ---------------
Cash and short-term investments, end of year......................... $ 355.0 $ 301.0 $ 332.1
=============== =============== ===============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- -----------------------------------------------------------------------------
29
<PAGE>
Old Republic International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
($ in Millions, Except as Otherwise Indicated)
- ------------------------------------------------------------------------------
Old Republic International Corporation is a Chicago-based insurance holding
company with subsidiaries engaged in the general (property & liability),
mortgage guaranty, title, and life (life & disability) insurance businesses. In
this report, "Old Republic", "the Corporation", or "the Company" refers to Old
Republic International Corporation and its subsidiaries as the context
requires. The aforementioned insurance segments are organized as the Old
Republic General, Mortgage Guaranty, Title, and Life Groups, and references
herein to such groups apply to the Company's subsidiaries engaged in the
respective segments of business. See Note 7 for a discussion of the Company's
business segments.
Note 1-Summary of Significant Accounting Policies-The significant accounting
policies employed by Old Republic International Corporation and its subsidiaries
are set forth in the following summary.
(a) Consolidation Practices-The consolidated financial statements include the
accounts of the Corporation and those of its major insurance underwriting and
service subsidiaries. Non-consolidated insurance marketing and service
subsidiaries are insignificant and are reflected on the equity basis of
accounting. All significant intercompany accounts and transactions have been
eliminated in consolidation.
(b) Accounting Principles-The Corporation's insurance underwriting subsidiaries
maintain their records in conformity with accounting practices prescribed or
permitted by state insurance regulatory authorities. In consolidating such
subsidiaries, adjustments have been made to conform their accounts with
generally accepted accounting principles. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
(c) Investments-The Company may classify its invested assets in terms of those
assets relative to which it either (1) has the positive intent and ability to
hold until maturity (generally carried at amortized costs for fixed maturity
securities), (2) has available for sale (carried at fair value with adjustments
to equity, net of deferred income taxes) or (3) has the intention of trading
(carried at fair value with adjustments to income); as of December 31, 1997, the
Company's invested assets were classified solely as "held to maturity" or
"available for sale."
In November 1995, the Company reevaluated the classification of invested
assets, as permitted by a Special Report issued by the Financial Accounting
Standards Board (FASB) during that month. As a result, the Company reclassified
from "held to maturity" to "available for sale", certain fixed maturity
securities with an amortized cost of $1,365.7, fair value of $1,394.2 and an
unrealized gain of $28.4. The unrealized gain, net of deferred income taxes of
$9.9, was credited directly to a separate account in the common shareholders'
equity section of the balance sheet in the final quarter of 1995.
Fixed maturity securities and redeemable preferred stocks classified as
"held to maturity" are generally carried at amortized costs while fixed maturity
securities classified as "available for sale" in addition to other preferred and
common stocks (equity securities) are included at fair value. Fair values for
fixed maturity securities are based on quoted market prices or estimated using
values obtained from independent pricing services as applicable. Mortgage and
policy loans (other long-term investments) are carried on the basis of the lower
of unpaid principal balances or estimated realizable value. The aggregate fair
value of fixed maturity securities - "held to maturity" at December 31, 1997 was
above their carrying values.
30
<PAGE>
The amortized cost and estimated fair values of fixed maturity securities
are as follows:
<TABLE>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fixed Maturity Securities:
December 31, 1997:
Held to maturity:
Utilities....................................... $ 1,001.8 $ 21.2 $ 2.1 $ 1,020.9
Tax-exempt...................................... 1,247.0 37.6 .2 1,284.4
Redeemable preferred stocks..................... .8 - - .8
------------ ----------- ----------- ------------
$ 2,249.7 $ 58.9 $ 2.4 $ 2,306.1
============ =========== =========== ============
Available for sale:
U.S. & Canadian Governments..................... $ 658.5 $ 26.2 $ .3 $ 684.4
Corporate....................................... 1,295.9 32.1 2.6 1,325.4
------------ ----------- ----------- ------------
$ 1,954.5 $ 58.4 $ 3.0 $ 2,009.9
============ =========== =========== ============
Fixed Maturity Securities:
December 31, 1996:
Held to maturity:
Utilities....................................... $ 984.3 $ 13.6 $ 7.9 $ 990.1
Tax-exempt...................................... 1,038.3 19.1 2.1 1,055.2
Redeemable preferred stocks..................... .2 - - .3
------------ ----------- ----------- ------------
$ 2,022.9 $ 32.8 $ 10.1 $ 2,045.6
============ =========== =========== ============
Available for sale:
U.S. & Canadian Governments..................... $ 743.1 $ 17.4 $ 2.5 $ 758.0
Corporate....................................... 1,214.6 18.8 7.2 1,226.1
------------ ----------- ----------- ------------
$ 1,957.7 $ 36.3 $ 9.8 $ 1,984.2
============ =========== =========== ============
</TABLE>
31
<PAGE>
The amortized cost and estimated fair value at December 31, 1997, by
contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
Estimated
Amortized Fair
Cost Value
------------ ------------
<S> <C> <C>
Fixed Maturity Securities:
Held to Maturity:
Due in one year or less.......................................................... $ 149.1 $ 149.8
Due after one year through five years............................................ 934.6 950.0
Due after five years through ten years........................................... 1,121.6 1,161.0
Due after ten years.............................................................. 44.2 45.2
------------ ------------
$ 2,249.7 $ 2,306.1
============ ============
Available for Sale:
Due in one year or less.......................................................... $ 124.1 $ 124.4
Due after one year through five years............................................ 951.4 970.7
Due after five years through ten years........................................... 810.7 835.1
Due after ten years.............................................................. 68.3 79.6
------------ ------------
$ 1,954.5 $ 2,009.9
============ ============
</TABLE>
A summary of the Company's equity securities follows:
<TABLE>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Equity Securities:
December 31, 1997:
Common stocks................................... $ 57.9 $ 57.7 $ 1.8 $ 113.8
Non redeemable preferred stocks................. 2.9 .3 - 3.2
------------ ----------- ----------- ------------
$ 60.9 $ 58.0 $ 1.8 $ 117.1
============ =========== =========== ============
December 31, 1996:
Common stocks................................... $ 69.8 $ 42.7 $ 1.5 $ 111.1
Non redeemable preferred stocks................. 4.7 .2 - 5.0
------------ ----------- ----------- ------------
$ 74.6 $ 43.0 $ 1.5 $ 116.1
============ =========== =========== ============
</TABLE>
Investment income is reported net of allocated expenses and includes
appropriate adjustments for amortization of premium and accretion of discount on
fixed maturity securities acquired at other than par value. Dividends on equity
securities are credited to income on the ex-dividend date. Realized investment
gains and losses are reflected as revenues in the income statement and are
determined on the basis of amortized value at date of sale for fixed maturity
securities, and cost in regard to equity securities; such bases apply to the
specific securities sold. Unrealized investment gains and losses, net of any
deferred income taxes, are recorded directly in a separate account of
shareholders' equity.
At December 31, 1997, the Corporation and its subsidiaries had no non-income
producing investments.
32
<PAGE>
The following table reflects the composition of net investment income, net
realized gains or losses, and the net change in unrealized investment gains or
losses for each of the years shown:
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Investment income from:
Fixed maturity securities........................................ $ 249.5 $ 240.6 $ 230.4
Equity securities................................................ 1.9 2.6 6.3
Short-term investments........................................... 16.4 16.0 13.6
Other sources.................................................... 9.0 8.4 8.4
----------- ------------ ------------
Gross investment income....................................... 277.0 267.7 258.7
Investment expenses (1).......................................... 6.2 7.2 6.8
----------- ------------ ------------
Net investment income......................................... $ 270.8 $ 260.5 $ 251.9
=========== ============ ============
Realized gains (losses) on:
Fixed maturity securities:
Held to maturity.............................................. $ .2 $ .3 $ .1
----------- ------------ ------------
Available for sale:
Gains......................................................... 2.5 2.6 4.9
Losses........................................................ (.1) (.1) (1.7)
----------- ------------ ------------
Net......................................................... 2.4 2.5 3.2
----------- ------------ ------------
Total....................................................... 2.7 2.9 3.3
----------- ------------ ------------
Equity securities............................................. 24.3 12.9 47.2
Other assets.................................................. (.6) (.7) (.8)
----------- ------------ ------------
Total....................................................... 26.3 15.1 49.7
Income taxes..................................................... 9.3 5.3 17.5
----------- ------------ ------------
Net realized gains............................................ $ 17.0 $ 9.8 $ 32.2
=========== ============ ============
Changes in unrealized investment gains (losses) on:
Fixed maturity securities:
Held to maturity (2).......................................... $ 33.8 $ (22.1) $ 189.0
=========== ============ ============
Available for sale............................................ $ 28.6 $ (50.3) $ 101.9
Less: Deferred income taxes (credits)........................ 9.8 (17.1) 35.3
----------- ------------ ------------
Net unrealized investment gains (losses).................... $ 18.7 $ (33.2) $ 66.5
=========== ============ ============
Equity securities-available for sale............................. $ 15.7 $ 10.1 $ 21.6
Less: Deferred income taxes...................................... 5.4 3.8 7.4
----------- ------------ ------------
Net unrealized investment gains............................... $ 10.3 $ 6.2 $ 14.2
=========== ============ ============
</TABLE>
- ------------
(1) Investment expenses consist of personnel costs, investment custody service
fees and interest on funds held of $1.7, $1.7 and $1.6 for the years ended
December 31, 1997, 1996 and 1995, respectively.
(2) Deferred income taxes do not apply since these securities are carried at
amortized cost.
(d) Revenue Recognition-Pursuant to generally accepted accounting principles
applicable to the insurance industry, benefits, claims, and expenses are
associated with the related revenues by means of the provision for policy
benefits, the deferral and subsequent amortization of acquisition costs, and the
recognition of incurred benefits, claims and operating expenses.
General insurance (property and liability) and level-term credit life
insurance premiums are reflected in income on a pro-rata basis. Earned but
unbilled premiums are generally taken into income on the billing date, and
adjustments for retrospective premiums, commissions and similar charges are
accrued on the basis of periodic evaluations of current underwriting experience
and contractual obligations. First year and renewal mortgage guaranty premiums
are recognized as income on a straight-line basis except that a portion of first
year premiums received for certain high risk policies is deferred and reported
as earned over the estimated policy life, including renewal periods. Single
premiums for mortgage guaranty policies covering more than one year
33
<PAGE>
are earned on an accelerated basis over the policy term. Title insurance
premiums are recognized as income upon the substantial completion of the policy
issuance process. Title abstract, escrow, service, and other fees are taken into
income at the time of closing of the related escrow. Ordinary life and annuity
premiums are recognized as revenue when due. Decreasing term credit life and
credit disability/accident & health insurance premiums are generally earned on a
sum-of-the-years-digits or similar method.
(e) Deferred Policy Acquisition Costs-The Corporation's insurance subsidiaries,
other than title companies, defer certain costs which vary with and are
primarily related to the production of business. Deferred costs consist
principally of commissions, premium taxes, marketing, and policy issuance
expenses. With respect to most coverages, deferred acquisition costs are
amortized on the same basis as the related premiums are earned or,
alternatively, over the periods during which premiums will be paid or
underwriting and claim services performed. The following table summarizes
deferred policy acquisition costs and related data for the years shown:
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
----------- ------------ ------------
<S> <C> <C> <C>
Deferred, beginning of year........................................ $ 114.6 $ 107.8 $ 101.3
----------- ----------- ------------
Acquisition costs deferred:
Commissions - net of reinsurance................................. 131.7 116.6 96.8
Premium taxes.................................................... 32.5 30.6 33.8
Salaries and other marketing expenses............................ 62.0 65.8 52.4
----------- ------------ ------------
Sub-total..................................................... 226.3 213.1 183.1
Amortization charged to income..................................... (214.7) (206.4) (176.6)
----------- ------------ ------------
Change for the year........................................... 11.5 6.7 6.5
----------- ------------ ------------
Deferred, end of year.............................................. $ 126.2 $ 114.6 $ 107.8
=========== ============ ============
</TABLE>
(f) Future Policy Benefits/Unearned Premiums-General insurance and level term
credit life insurance policy liabilities represent unearned premium reserves
developed by application of monthly pro-rata factors to premiums in force.
Disability/accident & health and decreasing term credit life insurance policy
liabilities are calculated primarily on a sum-of-the-years-digits method.
Mortgage guaranty unearned premium reserves are calculated primarily on a
pro-rata basis. Ordinary life policy liabilities are determined on a level
premium method and take into account mortality and withdrawal rates based
principally on anticipated company experience; assumed interest rates range from
3.0% to 6.0%. With respect to annuity policies, the liabilities represent the
surrender value of such policies during deferral periods, without adjustment for
surrender charges; such values are deemed appropriate to provide for ultimate
benefit reserves in the event policyholders exercise an annuity benefit option
at a later date.
At December 31, 1997 and 1996, the Life Insurance Group had $4,912.9 and
$3,969.6, respectively, of net life insurance in force. Future policy benefits
and unearned premiums, consisted of the following:
<TABLE>
December 31,
-----------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Future Policy Benefits:
Life Insurance Group:
Life insurance.......................................................... $ 69.3 $ 64.4
Annuities............................................................... 69.4 76.9
Disability/accident & health............................................ 44.6 42.1
------------ ------------
Total................................................................ $ 183.3 $ 183.6
============ ============
Unearned Premium:
General Insurance Group................................................. $ 329.0 $ 327.9
Mortgage Guaranty Group................................................. 46.7 58.8
------------ ------------
Total................................................................ $ 375.8 $ 386.8
============ ============
</TABLE>
34
<PAGE>
The Company has previously issued directly or assumed as a reinsurer certain
insurance policies generally categorized as financial guarantees. The major
types of guarantees pertain to (a) state, municipal and other general or special
revenue bonds, (b) variable interest rate guarantees, and (c) insurance of the
future residual value of fixed assets. The types of risks involved include
failure by the bond issuer to make timely payment of principal and interest,
changes in interest rates, and changes in the future value of fixed assets. The
degree of risk pertaining to these insurance products is largely dependent on
the effects of general economic cycles and changes in the credit worthiness of
issuers whose obligations have been guaranteed. During the past three years, new
commitments have been limited to reinsuring the risks identified at (a)
immediately above.
Premiums received for financial guarantee policies are generally earned over
the terms of the contract (which may range between 5 and 30 years) or on the
basis of current exposure relative to maximum exposure in force; with respect to
residual value insurance, that portion of the premium in excess of certain
initial underwriting costs is deferred and taken into income when all events
leading to the determination of exposure, if any, have occurred. Since losses on
financial guarantee insurance products cannot be predicted reliably, the
Company's unearned premium reserves serve as the primary income recognition and
loss reserving mechanism. When losses become known and determinable, they are
paid or placed in reserve and the remaining directly-related unearned premiums
are taken into income.
No assurance can be given that unearned premiums will be greater or less
than ultimate incurred losses on these policies.
The following table reflects certain data pertaining to net insurance in
force for the Company's financial guarantee business at the dates shown:
<TABLE>
Years Ended December 31,
-----------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net Insurance in Force:
Bonds..................................................................... $ 2,298.8 $ 2,323.2
Other..................................................................... .5 1.4
Net Unearned Premiums:
Bonds..................................................................... 13.4 13.9
Other..................................................................... $ .5 $ .6
============ ============
</TABLE>
With respect to mortgage guaranty insurance (net insurance in force of
$50,362.3 and $45,651.6, at December 31, 1997 and 1996, respectively) the
Company's reserving policies are set forth below in Note 1(g).
(g) Losses, Claims and Settlement Expenses-Reserves are estimates that provide
for the ultimate expected cost of settling unpaid losses and claims reported at
each balance sheet date. Losses and claims incurred but not reported, as well as
expenses required to settle losses and claims are established on the basis of
various criteria, including historical cost experience and anticipated costs of
servicing reinsured and other risks. Long-term disability-type workers'
compensation reserves, however, are discounted to present value based on
interest rates ranging from 3.5% to 4%.
The establishment of claim reserves by the Company's insurance subsidiaries
is a reasonably complex and dynamic process influenced by a large variety of
factors. These include past experience applicable to the anticipated costs of
various types of claims, continually evolving and changing legal theories
emanating from the judicial system, recurring accounting and actuarial studies,
the professional experience and expertise of the Company's claim departments'
personnel or attorneys and independent adjusters retained to handle individual
claims, the effect of inflationary trends on future claim settlement costs, and
periodic changes in claim frequency patterns such as those caused by natural
disasters, illnesses, accidents, or work-related injuries. Consequently, the
reserve-setting process relies on the judgments and opinions of a large number
of persons, on historical precedent and trends, and on expectations as to future
developments. At any point in time, the Company and the industry are exposed to
possibly higher than anticipated claim costs due to the aforementioned factors,
and to the evolution, interpretation, and expansion of tort law, as well as to
the effects of unexpected jury verdicts.
35
<PAGE>
The Company believes that its overall reserving practices have been
consistently applied over many years, and that its aggregate net reserves have
resulted in reasonable approximations of the ultimate net costs of claims
incurred. However, no representation is made that ultimate net claim and related
costs will not be greater or lower than previously established reserves.
The following table shows an analysis of changes in aggregate reserves for
the Company's losses, claims and settlement expenses for each of the years
shown.
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
------------ ------------- ------------
<S> <C> <C> <C>
Amount of reserves for unpaid claims and claim adjustment
expenses at the beginning of each year, net of reinsurance
losses recoverable................................................... $ 2,238.7 $ 2,200.2 $ 2,096.5
------------ ------------- ------------
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year.................... 933.5 865.9 864.6
Change in provision for insured events of prior years................ (141.8) (110.3) (118.9)
------------ ------------- ------------
Total incurred claims and claim adjustment expenses............. 791.6 755.6 745.6
------------ ------------- ------------
Payments:
Claims and claim adjustment expenses attributable to insured
events of the current year......................................... 334.9 297.4 251.7
Claims and claim adjustment expenses attributable to insured
events of prior years.............................................. 405.8 419.6 390.5
------------ ------------- ------------
Total payments.................................................. 740.8 717.0 642.3
------------ ------------- ------------
Amount of reserves for unpaid claims and claim adjustment
expenses at the end of each year, net of reinsurance
losses recoverable................................................... 2,289.6 2,238.7 2,200.2
Reinsurance losses recoverable......................................... 1,240.0 1,303.0 1,319.6
------------ ------------- ------------
Amount of reserves for unpaid claims and claim adjustment
expenses............................................................. $ 3,529.7 $ 3,541.8 $ 3,519.8
============ ============= ============
</TABLE>
All reserves are necessarily based on estimates which are periodically
reviewed and evaluated in the light of emerging claim experience and changing
circumstances. The resulting changes in estimates are recorded in operations of
the periods during which they are made. Return and additional premiums and
policyholders dividends, all of which tend to be affected by development of
claims in future years, may offset in whole or in part developed claim
redundancies or deficiencies for certain coverages such as workers compensation.
The data in the table above, incorporates Old Republic's estimates for
various asbestosis and environmental impairment ("A&E") claims or related costs
that have been filed in the normal course of business against a number of its
insurance subsidiaries. Many such claims relate to policies issued prior to
1985, and during a short period between 1981 and 1982 pursuant to an agency
agreement canceled in 1982. During all years and through the current date, the
Corporation's insurance subsidiaries have typically issued general liability
insurance policies with face amounts ranging between $1.0 and $2.0 and rarely
exceeding $10.0. Such policies have, in turn, been subject to reinsurance
cessions which have typically reduced the Corporation's retentions to $.5 or
less as to each claim.
The Corporation's reserving methods, particularly as they apply to
formula-based reserves, have been established to provide for normal claim
occurrences as well as unusual exposures such as those pertaining to A&E claims
and related costs. At times, however, the Corporation's insurance subsidiaries
also establish specific formula and other reserves as part of their overall
claim and claim expense reserves to cover claims such as those emanating from
A&E exposures. These are intended to cover additional litigation and other costs
that are likely to be incurred to protect the Company's interests in litigated
cases in particular. At December 31, 1997, the Corporation's aggregate indemnity
and loss adjustment expense reserves specifically identified with A&E exposures
amounted to approximately $71.8 gross, and $36.3 net of reinsurance. Based on
average annual claims payments during the five most recent calendar years, such
reserves represented 9.4 years (gross) and 11.0 years (net) of average annual
claims payments.
36
<PAGE>
Old Republic disagrees with the allegations of liability on virtually all
A&E related claims of which it has knowledge on the grounds that exclusions in
the policies preclude coverage for nearly all such claims, and that the
Corporation never intended to assume such risks. Old Republic's exposure on such
claims cannot therefore be calculated by conventional insurance reserving
methods for this and a variety of reasons, including: a) the absence of
statistically valid data inasmuch as such claims typically involve long
reporting delays and very often uncertainty as to the number and identity of
insureds against whom such claims have arisen or will arise; and b) the
litigation history of such or similar claims for other insurance industry
members that has produced court decisions that have been inconsistent with
regard to such questions as when the alleged loss occurred, which policies
provide coverage, how a loss is to be allocated among potentially responsible
insureds and/or their insurance carriers, how policy coverage exclusions are to
be interpreted, what types of environmental impairment or toxic tort claims are
covered, when the insurer's duty to defend is triggered, how policy limits are
to be calculated, and whether clean-up costs constitute property damage.
Individual insurance companies and others who have evaluated the potential
costs of litigating and settling A&E claims have noted with increasing concern
the possibility that resolution of such claims, by applying liability
retroactively in the context of the existing insurance system, could likely
bankrupt or undermine seriously the financial condition of the property and
liability insurance industry. In the light of this substantial public policy
issue, the Corporation is of the view that the courts will not resolve in the
near future the litigation gridlock stemming from the non-resolution to date of
many environmental claims in particular. In recent times, the Executive Branch
and/or the United States Congress have proposed changes in the legislation and
rules affecting the determination of liability for environmental claims. As of
December 31, 1997, however, there is no solid evidence to suggest that
forthcoming changes might mitigate or reduce some or all of these claim
exposures.
Because of the above issues and uncertainties, estimation of reserves for
losses and allocated loss adjustment expenses for the above noted types of
claims is much more difficult or impossible. Accordingly, no representation can
be made that the Corporation's reserves for such claims and related costs will
not prove to be overstated or understated in the future.
(h) Income Taxes-The Corporation and most of its subsidiaries file a
consolidated tax return and provide for income taxes payable currently. Deferred
income taxes included in the accompanying consolidated financial statements
pursuant to generally accepted accounting principles will not necessarily become
payable/recoverable in the future. The Company uses the asset and liability
method of calculating deferred income taxes. This method calls for the
establishment of a deferred tax, calculated at currently effective tax rates,
for the cumulative temporary differences between financial statement and tax
bases of assets and liabilities.
The provision for combined current and deferred income taxes reflected in
the consolidated statements of income does not bear the usual relationship to
operating income before taxes as the result of permanent and other differences
between pre-tax income and taxable income determined under existing tax
regulations. The more significant differences, their effect on the statutory
income tax rate, and the resulting effective income tax rates are summarized
below:
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Statutory tax rate....................................................... 35.0% 35.0% 35.0%
Tax rate increases (decreases):
Tax-exempt interest................................................. (3.7) (3.5) (2.5)
Dividends received exclusion........................................ (.1) (.1) (.4)
Tax settlement...................................................... (1.4) - -
Other items - net................................................... .5 .3 .6
------------- ------------- -------------
Effective tax rate....................................................... 30.3% 31.6% 32.7%
============= ============= =============
</TABLE>
37
<PAGE>
The tax effects of temporary differences that give rise to significant
portions of the Company's net deferred tax recoverable (payable) are as follows
at the dates shown:
<TABLE>
December 31,
-----------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Deferred Tax Assets:
Future policy benefits........................................ $ 3.3 $ 2.3 $ 2.2
Losses, claims, and settlement expenses....................... 182.4 182.8 179.8
Other......................................................... 12.4 10.0 8.8
----------- ------------ -----------
Total gross deferred tax assets............................. 198.1 195.2 190.9
Less-valuation allowance.................................... - .7 2.5
----------- ------------ -----------
Net deferred tax assets..................................... 198.1 194.4 188.4
----------- ------------ -----------
Deferred Tax Liabilities:
Unearned premium reserves..................................... 15.2 8.9 3.0
Deferred policy acquisition costs............................. 42.5 38.7 36.7
Mortgage guaranty insurers' contingency reserves.............. 181.3 135.3 97.2
Fixed maturity securities adjusted to cost.................... 6.9 5.9 4.4
Unrealized investment gains................................... 38.2 22.8 37.1
Title plants and records...................................... 4.3 4.1 3.5
Other......................................................... 17.8 17.6 16.5
----------- ------------ -----------
Total deferred tax liabilities.............................. 306.4 233.5 198.6
----------- ------------ -----------
Net deferred tax liability.................................. $ (108.3) $ (39.1) $ (10.1)
=========== ============ ===========
</TABLE>
Pursuant to special provisions of the Internal Revenue Code pertaining to
mortgage guaranty insurers, a contingency reserve (established in accordance
with insurance regulations designed to protect policyholders against
extraordinary volumes of claims) is deductible from gross income. The tax
benefits obtained from such deductions must, however, be invested in a special
type of non-interest bearing U.S. Government Tax and Loss Bond. For Federal
income tax purposes, the amounts deducted for the contingency reserve are taken
into gross statutory taxable income (a) when the contingency reserve is
permitted to be charged for losses under state law or regulation, (b) in the
event operating losses are incurred, or (c) in any event upon the expiration of
ten years.
Life insurance companies domiciled in the United States and qualifying as
life insurers for tax purposes are taxed under special provisions of the
Internal Revenue Code. As a result of legislation, 1983 and prior years' tax
deferred earnings (cumulatively $19.6 at December 31, 1997) credited to the
former memorandum "policyholders' surplus account" will generally not be taxed
unless they are subsequently distributed to shareholders. The Company does not
presently anticipate any distribution or payment of taxes on such earnings in
the future.
As a result of regular examinations of the tax returns for the Corporation
and its subsidiaries, the Internal Revenue Service ("IRS") has proposed certain
adjustments for additional taxes applicable to the years 1982 to 1995. The
proposed adjustments pertain to the timing of certain deductions, the IRS's
contention that contractually obligated premium refunds should be treated as
dividends, deductions for certain loss and related reserves, a reinsurance
transaction, and several other issues not involving material amounts. The
Company and its tax counsel believe that substantially all of the proposed
material adjustments are without merit, that the Company will be successful in
vigorously defending its positions, and that the ultimate adjustments, if any,
will not significantly affect its financial condition or results of operations.
In 1997, several life insurance subsidiaries recovered income taxes and
related accumulated interest due to favorable resolution with the Internal
Revenue Services 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, reduced income tax expense by $5.9 and
increased net income by $14.2.
(i) Property and Equipment-Property and equipment is generally depreciated or
amortized over the estimated useful lives of the assets, (2 to 45 years),
substantially by the straight-line method. Expenditures for maintenance and
repairs are charged to income as incurred, and expenditures for major renewals
and additions are capitalized.
38
<PAGE>
(j) Title Plants and Records-Title plants and records are carried at original
cost or appraised value at date of purchase. Such values represent the cost of
producing or acquiring interests in title records and indexes and the appraised
value of purchased subsidiaries' title records and indexes at dates of
acquisition. The cost of maintaining, updating, and operating title records is
charged to income as incurred. Title records and indexes are ordinarily not
amortized unless events or circumstances indicate that the carrying amount of
the capitalized costs may not be recoverable.
(k) Goodwill-The costs of certain purchased subsidiaries in excess of related
book values (goodwill) at date of acquisition are being amortized against
operations principally over 40 years using the straight-line method.
Amortization of goodwill amounted to $3.2 in 1997, $4.6 in 1996 and $3.2 in
1995.
(l) Employee Benefit Plans- The Corporation has several pension plans covering a
portion of its work force. The plans are defined benefit plans pursuant to which
pension payments are based primarily on years of service and employee
compensation near retirement. It is the Corporation's policy to fund the plans'
costs as they accrue. Plan assets are comprised principally of bonds, common
stocks and short-term investments.
The components of annual net periodic pension cost (credit) for the plans
consisted of the following:
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
----------- ------------ ------------
<S> <C> <C> <C>
Service cost....................................................... $ 4.1 $ 4.2 $ 3.2
Interest cost...................................................... 8.2 7.8 7.6
Return on assets................................................... (13.7) (8.1) (15.5)
Net amortization and deferral...................................... 2.6 (3.0) 5.6
----------- ------------ ------------
Net cost........................................................... $ 1.2 $ .9 $ 1.0
=========== ============ ============
</TABLE>
A reconciliation of the funded status of the plans is as follows:
<TABLE>
December 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligations....................................................... $ 103.0 $ 96.6
Nonvested benefit obligations.................................................... 2.6 2.2
------------ ------------
Accumulated benefit obligations.................................................. 105.6 98.8
Excess of projected benefit obligations over
accumulated benefit obligations............................................... 19.8 18.4
------------ ------------
Projected benefit obligations...................................................... 125.4 117.3
Plans' assets at fair market value................................................. 135.2 124.4
------------ ------------
Plan assets in excess of projected benefit obligations............................. 9.8 7.1
Unrecognized net (gain) loss....................................................... (1.0) 3.0
Prior service cost not yet recognized in net periodic pension cost................. .3 .4
Remaining unrecognized transition net assets from
December 31, 1985................................................................ (1.6) (2.6)
------------ ------------
Accrued pension asset recognized in the consolidated
balance sheet.................................................................... $ 7.4 $ 8.0
============ ============
</TABLE>
The projected benefit obligations for the plans were determined using the
following assumptions at the dates shown:
<TABLE>
December 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Settlement discount rates.......................................................... 7.30% 7.0 - 7.5%
Rates of compensation increase..................................................... 4.00% 4.0 - 6.0%
Long-term rates of return on assets................................................ 8.25% 8.0 - 8.5%
</TABLE>
39
<PAGE>
The Financial Accounting Standards Board (FASB) issued, in January, 1998,
Statement of Financial Accounting Standards No. 132 (FAS-132) "Employers'
Disclosures about Pensions and Other Postretirement Benefits." FAS-132 revises
the Company's disclosures about pension and other postretirement benefit plans.
The Statement does not change the measurements or recognition of pension or
other postretirement benefit plans. FAS-132 is effective for fiscal years
beginning after December 15, 1997.
The Corporation has a number of profit sharing and other incentive
compensation programs for the benefit of a substantial number of its employees.
The costs related to such programs are summarized below:
<TABLE>
Years Ended December 31,
-------------------------------------------
1997 1996 1995
----------- ------------ ------------
<S> <C> <C> <C>
Employees Savings and Stock Ownership Plan............................ $ 4.0 $ 4.0 $ 1.2
Other profit sharing.................................................. 4.1 4.0 3.4
Deferred and incentive compensation................................... $ 12.8 $ 10.0 $ 5.2
=========== ============ ============
</TABLE>
The Company sponsors a leveraged Employee Savings and Stock Ownership Plan
(ESSOP) in which a majority of its employees participate. The ESSOP acquired all
of its stock of the Company in 1987 and prior years. Accordingly, it is not
required to adopt the American Institute of Certified Public Accountants' SOP
No. 93-6, "Employers' Accounting for Employee Stock Ownership Plans." Shares of
Company stock owned by the ESSOP are released to participants based on a formula
prescribed by the Employee Retirement Income Security Act of 1974, and dividends
on released shares are allocated to participants as earnings. The Company's
contributions are based on a formula considering growth in net income per share
over consecutive five year periods. As of December 31, 1997, there were
9,345,677 Common Shares owned by the ESSOP of which 1,279,988 were unreleased
and unallocated. There are no repurchase obligations in existence. (See Note 3).
(m) Escrow Funds-Segregated cash deposit accounts and the offsetting liabilities
for escrow deposits in connection with Title Insurance Group real estate
transactions in the same amounts ($541.7 and $390.2 at December 31, 1997 and
1996, respectively) are not included as assets or liabilities in the
accompanying consolidated balance sheets as the escrow funds are not available
for regular operations.
(n) Earnings Per Share-In 1997, the Company adopted Statement of Financial
Accounting Standard No. 128 "Earnings Per Share" which establishes a new
methodology for computing earnings per share. Consolidated basic earnings per
share, which replaces primary 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 year. Diluted earnings per share per FAS-128 is computed in
a fashion similar to the former fully diluted earnings per share as required by
prior authoritative FASB pronouncements. Common share data has been
retroactively adjusted to reflect a 50% stock dividend of the Company's common
shares approved by the Board of Directors on March 12, 1998. FAS-128 requires
this stock dividend be reflected in the 1997 year-end financial statements. The
following tables provide a reconciliation of the income before extraordinary
items and number of shares used in basic and diluted earnings per share
calculations.
40
<PAGE>
<TABLE>
Years Ended December 31,
----------------------------------------------------
1997 1996 1995
---------------- ---------------- ----------------
<S> <C> <C> <C>
Numerator:
Income before extraordinary item....................... $ 298.1 $ 234.8 $ 212.7
Less: Preferred stock dividends........................ 1.7 7.5 6.7
---------------- ---------------- ----------------
Numerator for basic earnings per share -
income available to common stockholders.............. 296.3 227.3 205.9
Effect of dilutive securities:
Convertible preferred stock dividends................ 1.7 3.0 1.9
Convertible debentures interest...................... - .4 4.1
---------------- ---------------- ----------------
1.7 3.4 6.0
---------------- ---------------- ----------------
Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversions............................ $ 298.1 $ 230.7 $ 212.0
================ ================ ================
Denominator:
Denominator for basic earnings per share -
weighted-average shares.............................. 133,659,413 129,030,492 117,243,264
Effect of dilutive securities:
Stock options........................................ 1,763,123 1,237,181 1,019,502
Convertible preferred stock.......................... 6,345,825 10,512,543 11,005,119
Convertible debentures............................... - 1,187,513 9,658,440
---------------- ---------------- ---------------
Dilutive potential common shares....................... 8,108,948 12,937,237 21,683,061
---------------- ---------------- ---------------
Denominator for diluted earnings per share -
adjusted weighted-average shares and
assumed conversions............................... 141,768,361 141,967,729 138,926,325
================ ================ ===============
Basic earnings per share............................... $ 2.22 $ 1.76 $ 1.76
================ ================ ===============
Diluted earnings per share............................. $ 2.10 $ 1.62 $ 1.52
================ ================ ===============
</TABLE>
(o) Cash Flows-For purposes of the Consolidated Statements of Cash Flows, the
Company considers short-term investments, consisting of money market funds,
certificates of deposit, and commercial paper with maturities of less than 90
days to be cash equivalents. These securities are carried at cost which
approximates fair value.
<TABLE>
Supplemental cash flow information: Years Ended December 31,
------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash paid during the year for:
Interest...................................................... $ 9.3 $ 14.0 $ 23.1
Income taxes.................................................. 73.0 75.2 47.4
----------- ----------- -----------
$ 82.3 $ 89.2 $ 70.5
=========== =========== ===========
</TABLE>
(p) Concentration of Credit Risk-Excluding U.S. government fixed maturity
securities, the Company is not exposed to any significant concentration of
credit risk.
(q) Statement Presentation-Amounts shown in the consolidated financial
statements and applicable notes are stated (except as otherwise indicated and as
to share data) in millions, which amounts may not add to totals shown due to
rounding. Necessary reclassifications are made in prior periods' financial
statements whenever appropriate to conform to the most current presentation.
(r) Comprehensive Income-The Financial Accounting Standards Board (FASB) issued,
in June, 1997, Statement of Financial Accounting Standards No. 130 (FAS-130)
"Reporting Comprehensive Income." FAS-130 establishes standards for the
reporting of other comprehensive income in a financial statement and displaying
the accumulated balance of other comprehensive income separately from retained
earnings. This statement is effective for accounting periods beginning after
December 15, 1997. Adoption of this accounting policy will require a new
financial statement and not have a material impact on the Company's financial
position or results of its operations.
41
<PAGE>
Note 2-Investments - Bonds and other investments carried at $167.3 as of
December 31, 1997 were on deposit with governmental authorities by the
Corporation's insurance subsidiaries to comply with insurance laws.
Note 3-Debt and Debt Equivalents-Consolidated debt of Old Republic and its
subsidiaries is summarized below:
<TABLE>
December 31,
---------------------------------------------------
1997 1996
---------------------- -----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Commercial paper due within 180 days with an
average yield of 5.92% and 5.59%, respectively............... $ 9.8 $ 9.8 $ 133.7 $ 133.7
Debentures maturing in 2007 at 7.0%................................. 114.9 119.2 - -
Other miscellaneous debt............................................ 12.0 12.0 11.3 11.3
----------- ---------- ----------- -----------
Total debt.......................................................... 136.8 141.2 145.1 145.1
Redeemable convertible preferred stock classified
as a debt equivalent (See (a) below)......................... - - 8.8 8.8
Common stock classified as a debt
equivalent (See (a) below)................................... 6.1 6.1 - -
----------- ---------- ----------- -----------
Total debt and debt equivalents..................................... $ 142.9 $ 147.3 $ 154.0 $ 154.0
=========== ========== =========== ===========
</TABLE>
The carrying amount of the Company's commercial paper borrowings
approximates its fair value. The fair value of publicly traded debt is based on
its quoted market price.
Scheduled maturities of the above debt (including common stock classified
as a debt equivalent see (a)below) at December 31, 1997 are as follows: 1998:
$12.8; 1999: $4.4; 2000: $3.8; 2001: $.6; 2002: $.1; 2003 and after $121.1.
During 1997, 1996 and 1995, $9.6, $10.8 and $23.0, respectively, of interest
expense on debt was charged to consolidated operations.
- ------------
(a) The Company has guaranteed bank loans (balance at December 31, 1997 was
$6.1) to a Trust established by the Old Republic Employees Savings and
Stock Ownership Plan ("ESSOP"). The loans have been used to fund the
purchase of Series D Redeemable Convertible Preferred Stock from the
Company by the Trust for the original amount of the loans. All remaining
Series D Preferred Stock shares were fully converted into common shares as
of August 22, 1997. The Trust's loan principal repayments (currently
scheduled at $1.0 in 1998, $2.6 in 1999 and $2.5 in 2000) are expected to
be met by annual profit sharing contributions by the Corporation and its
participating subsidiaries, while interest payments are to be covered by
Trust income, including dividends on the Corporation's stock held by the
ESSOP. The interest on the Trust's loans is payable quarterly and at rates
ranging from 75% to 80% of the prime rate. See Notes 4a and 4c.
(b) In February 1996, the Company called for the redemption of its 10%
debentures maturing in 2018 ($75.0 principal amount), and its 5.75%
convertible subordinated debentures maturing in 2002 ($110.0 principal
amount). In April 1996, the Company called for redemption its 11.5%
debentures maturing in 2015 ($30.0 principal amount). Redemption of the
debentures was effected with internally available funds, while the
subordinated debentures were converted by their terms into approximately
9.6 million Old Republic common shares. The early retirement of the
Company's debentures produced a net of tax charge of $4.4 (3 cents per
share) that has been reflected as an extraordinary item in 1996.
42
<PAGE>
Note 4-Shareholders' Equity - Common share data has been retroactively adjusted
to reflect a 50% stock dividend of the Company's common shares approved by the
Board of Directors on March 12, 1998. FAS-128 requires this stock dividend be
reflected in the 1997 year-end financial statements. All common and preferred
share data herein has been retroactively adjusted as applicable for stock
dividends or splits declared through March 31, 1998.
(a) Preferred Stock-The following table shows certain information pertaining to
each of the Corporation's series of preferred shares issued and outstanding:
<TABLE>
Redeemable
convertible Convertible
-------------- --------------
Preferred Stock Series: D(1) G(2)
-------------- --------------
<S> <C> <C>
Annual cumulative dividend rate
per share................................................... $ .058 $ (2)
Conversion ratio of preferred into
common shares .............................................. 5 for 1 1 for .95
Conversion right begins....................................... Anytime Anytime
Redemption and liquidation
value per share............................................. - (2)
Redemption beginning in year.................................. 1987 (2)
Total redemption value (millions)............................. - (2)
Vote per share................................................ one one
Shares outstanding:
December 31, 1996........................................... 50,253,693 337,464
December 31, 1997........................................... - 237,551
============== ==============
</TABLE>
- ------------
(1) Series D redeemable convertible preferred stock, substantially all of
which was held by the Corporation's employee benefit plans, was adjustable
proportionately as to redemption value, dividend rate, and number of
shares to reflect any stock dividends or splits declared on the
Corporation's common stock, and had a preference as to dividend payments
and upon liquidation of the Corporation. The Series D redeemable
convertible stock was converted into common shares as of August 22, 1997.
(2) The Corporation has authorized up to 1,000,000 shares of Series G
Convertible Preferred Stock ("Series G") for issuance pursuant to the
Corporation's Stock Option Plan. Series G has been issued under two
different designations; the most recent designation being Series G-2
(except as otherwise stated, Series G and Series G-2 are collectively
referred to as Series G). Each share of Series G pays a floating rate
dividend based on the prime rate of interest. At December 31, 1997, the
annual dividend rate for Series G was $.82 per share. Each share of Series
G is convertible at any time, after being held six months, into 0.95
shares of Common Stock (See 4(d)). Unless previously converted, Series G
shares may be redeemed at the Corporation's sole option five years after
their issuance.
(b) Cash Dividend Restrictions-The payment of cash dividends by the Corporation
is principally dependent upon the amount of its insurance subsidiaries'
statutory policyholders' surplus available for dividend distribution. The
insurance subsidiaries' ability to pay cash dividends to the Corporation is in
turn generally restricted by law or subject to approval of the insurance
regulatory authorities of the states in which they are domiciled. These
authorities recognize only statutory accounting practices for determining
financial position, results of operations, and the ability of an insurer to pay
dividends to its shareholders. Based on 1997 data, the maximum amount of
dividends payable to the Corporation by its insurance and a small number of
non-insurance company subsidiaries during 1998 without the prior approval of
appropriate regulatory authorities is approximately $229.1. However, management
does not expect to distribute all such dividends since reinvested earnings are
the Corporation's major source of capital to promote its growth, and support its
obligations to policyholders.
(c) Debt Restrictions-Under the most restrictive covenants, the terms of Old
Republic's guaranties relative to loan agreements described in Note 3(a) provide
that while loans under such agreements are outstanding, Old Republic is
restricted from, among other things, permitting "Debt" to exceed 25% of its
consolidated tangible net worth (as adjusted for goodwill and net unrealized
investment gains or losses, but including title plants and records) without
approval of the lenders.
43
<PAGE>
(d) Stock Option Plan-The Corporation has a stock option plan for certain
eligible key employees. Outstanding options at any one time may not exceed 5% of
the Old Republic common stock then issued and outstanding. The exercise price of
options is equal to the market price of the Corporation's stock on the date of
grant; the term of each option is generally ten years from such date. Options
may be exercised to the extent of 10% of the number of shares covered thereby on
and after the date of grant, and cumulatively to the extent of an additional 10%
on and after each of the first through ninth anniversaries of the date of the
grant. In the event the market closing price of the Old Republic common stock
reaches a pre-established value ("the vesting acceleration price"), however,
optionees may exercise their options to the extent of 10% of the number of
shares covered by the option for each year of employment by the optionee. The
Corporation may extend 15 year loans at a prevailing market rate of interest for
a portion of the exercise price. The option plan also enables optionees to,
alternatively, exercise their options into Series "G" Convertible Preferred
Stock. The exercise of options into such Preferred Stock reduces by 5% the
number of equivalent common shares which would otherwise be obtained from the
exercise of options into common shares.
For financial reporting purposes, Old Republic records the exercise of stock
options directly in its capital accounts as permitted under existing accounting
pronouncements. The following table shows a comparison of net income and related
per share information as reported, and on a pro-forma basis on the assumption
that the estimated value of stock options was treated as compensation costs. In
estimating the compensation cost of options, the fair value of options at date
of grant has been calculated using a Black-Scholes options pricing model that
takes the assumptions shown below into account.
<TABLE>
Years Ended December 31,
-------------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Option pricing/weighted average assumptions:
Risk-free interest rates.................................... 6.63% 6.74% 7.10%
Dividend yield.............................................. 3.05% 2.49% 3.20%
Common stock market
price volatility factors.................................. .22 .22 .23
Expected option life........................................ 10 years 10 years 10 Years
Comparative data:
Net income:
As reported............................................... $ 298.1 $ 230.3 $ 212.7
Pro forma basis........................................... 297.3 228.4 212.3
Basic earnings per share:
As reported............................................... 2.22 1.73 1.76
Pro forma basis........................................... 2.21 1.71 1.75
Diluted earnings per share:
As reported............................................... 2.10 1.59 1.52
Pro forma basis........................................... $ 2.10 $ 1.58 $ 1.52
========= ========= ==========
</TABLE>
A summary of the status of the Corporation's stock options as of December
31, 1997, 1996 and 1995, and changes in outstanding options during the years
then ended follows:
<TABLE>
As of and for the Years Ended December 31,
---------------------------------------------------------------------------
1997 1996 1995
---------------------- ----------------------- ------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- ---------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year ... 3,237,204 $ 9.55 4,060,362 $ 8.99 3,027,680 $ 7.81
Granted............................. 1,734,750 17.83 7,500 14.75 1,404,000 10.85
Exercised........................... 510,334 9.12 789,746 6.64 324,045 5.77
Canceled and forfeited.............. 22,860 10.45 40,912 10.75 47,273 11.05
---------- ---------- ----------
Outstanding at end of year.......... 4,438,760 12.83 3,237,204 9.55 4,060,362 8.99
========== ========== ==========
Exercisable at end of year.......... 2,385,821 10.12 2,578,437 9.41 1,679,288 6.91
========== ========== ==========
Weighted average fair value of
options granted during the year.. $ 5.29 $ 5.01 $ 3.37
======= ======= =======
</TABLE>
44
<PAGE>
A summary of stock options outstanding and exercisable at December 31, 1997
follows:
<TABLE>
Options Outstanding Options Exercisable
------------------------------------- -------------------------
Weighted - Average
----------------------
Remaining Weighted-
Number Con- Number Average
Out- tractual Exercise Exercis- Exercise
Ranges of Exercise Prices Standing Life Price able Price
------------------------- ---------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
$ 4.65 to $ 5.61......................... 620,834 2.30 yrs. $ 5.17 548,720 $ 5.17
$10.84 to $11.83........................... 2,077,589 6.02 yrs. 10.95 1,662,317 10.97
$14.75 to $17.83........................... 1,740,337 9.00 yrs. $ 17.82 174,784 $ 17.61
---------- ===== ======= ---------- =======
Total................................... 4,438,760 2,385,821
========= =========
</TABLE>
(e) Common Stock-There were 250,000,000 shares of common stock authorized at
December 31, 1997. At the same date, there were 50,000,000 shares of Class "B"
common stock authorized but none were issued or outstanding. Class "B" common
shares have the same rights as common shares except for being entitled to 1/10th
of a vote per share.
The Corporation issued a total of 1,112,400 common shares valued at $8.9 and
1,487,360 common shares valued at $13.7 in 1996 and 1995, respectively to effect
acquisitions which were not material to Old Republic's financial position or
operating results.
(f) Undistributed Earnings-The equity of the Corporation in the undistributed
earnings, determined in accordance with generally accepted accounting
principles, and in the net unrealized investment gains (losses) of its
respective subsidiaries at December 31, 1997 amounted to $1,332.2 and $72.8,
respectively. Cash dividends declared during 1997, 1996 and 1995, to the
Corporation by its subsidiaries amounted to $199.1, $152.8 and $106.8,
respectively.
(g) Treasury Stock-A total of 12,465,810 common shares issued and outstanding
are held by consolidated affiliates. See "Related Party Transactions" herein.
(h) Statutory Data-The shareholders' equity and net income, determined in
accordance with statutory accounting practices, of the Corporation's insurance
subsidiaries was as follows at the dates and for the periods shown:
<TABLE>
Shareholders' Equity Net Income
------------------------- ---------------------------------------
December 31, Years Ended December 31,
------------------------- ---------------------------------------
1997 1996 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
General Insurance Group...................... $ 1,222.9 $ 1,225.1 $ 171.1 $ 182.6 $ 149.6
Mortgage Guaranty Group...................... 123.8 131.0 141.3 111.6 95.9
Title Insurance Group........................ 114.2 119.9 14.9 14.1 15.2
Life Insurance Group......................... $ 71.2 $ 75.3 $ 16.5 $ 5.6 $ 6.9
============ ============ ============ ============ ============
</TABLE>
Note 5-Commitments and Contingent Liabilities:
(a) Reinsurance-In order to maintain premium production within their capacity
and to limit maximum losses for which they might become liable under policies
underwritten, Old Republic's insurance subsidiaries, as is the common practice
in the insurance industry, cede all or a portion of their premiums and
liabilities on certain classes of business to other insurers and reinsurers.
Although the ceding of insurance does not ordinarily discharge an insurer from
liability to a policyholder, it is industry practice to establish the reinsured
part of risks as the liability of the reinsurer. Old Republic also employs
retrospective premium, contingent commission, and profit sharing arrangements
for parts of its business in order to minimize losses for which it might become
liable under insurance policies underwritten by it. To the extent that any
reinsurance companies or retrospectively rated risks or producers might be
unable to meet their obligations under existing reinsurance or retrospective
insurance and agency agreements, Old Republic would be liable for the defaulted
amounts. As deemed necessary, reinsurance ceded to other companies is secured by
letters of credit, cash, and/or securities.
45
<PAGE>
Reinsurance protection for General Insurance operations generally limits the
net loss on any one risk to the following maximums (in thousands): workers'
compensation-$1,000; auto liability-$500; general liability-$500; and property
coverages-$250. A substantial portion of the mortgage guaranty insurance
business is retained, with the exposure on any one risk currently averaging
approximately $25. Title insurance risk assumptions, based on the title
insurance subsidiary's financial resources, are currently limited to $25,000 as
to any one policy. The maximum amount of ordinary life insurance retained on any
one life by the Life Insurance Group is $250.
Most of the reinsurance ceded by the Corporation's insurance subsidiaries in
the ordinary course of business is placed on a quota share or excess of loss
basis. Under quota share reinsurance, the companies remit an agreed upon
percentage of their premiums written to assuming companies and are reimbursed
for a pro-rata share of claims and commissions incurred and for a ceding
commission to cover expenses and costs for underwriting and claim services
performed. Under excess of loss reinsurance agreements, the companies are
generally reimbursed for losses exceeding contractually agreed-upon levels.
46
<PAGE>
The following information relates to reinsurance and related data for the
General Insurance, Mortgage Guaranty and Life Insurance Groups for the three
years ended December 31, 1997. For the years 1995 to 1997, reinsurance
transactions of the Title Insurance Group have not been material.
<TABLE>
Years Ended December 31,
-------------------------------------------------
1997 1996 1995
-------------- ------------- --------------
<S> <C> <C> <C>
General Insurance Group
Written premiums: direct.................................. $ 1,103.9 $ 1,095.6 $ 1,118.0
assumed................................. 32.7 48.4 65.2
ceded................................... $ 229.1 $ 278.9 $ 307.0
=============== ============== ===============
Earned premiums: direct.................................. $ 1,100.6 $ 1,096.8 $ 1,099.7
assumed................................. 34.6 52.1 74.3
ceded................................... $ 228.9 $ 281.3 $ 322.8
=============== ============== ===============
Claims ceded................................................... $ 245.7 $ 215.1 $ 210.0
=============== ============== ===============
Mortgage Guaranty Group
Written premiums: direct.................................. $ 259.6 $ 213.0 $ 170.3
assumed................................. .2 - -
ceded................................... $ .8 $ 1.1 $ 2.2
=============== ============== ===============
Earned premiums: direct.................................. $ 271.9 $ 227.9 $ 178.2
assumed................................. - - -
ceded................................... $ .9 $ 1.2 $ 3.0
=============== ============== ===============
Claims ceded................................................... $ .2 $ .8 $ 1.8
=============== ============== ===============
Mortgage guaranty insurance in force as of
December 31: direct....................................... $ 49,925.2 $ 45,922.3 $ 39,201.2
assumed...................................... 658.4 - -
ceded........................................ $ 221.3 $ 270.7 $ 338.5
=============== ============== ===============
Life Insurance Group
Written premiums: direct.................................. $ 84.9 $ 80.8 $ 88.0
assumed................................. .3 .2 .3
ceded................................... $ 32.5 $ 32.8 $ 42.4
=============== ============== ===============
Earned premiums: direct.................................. $ 81.3 $ 78.8 $ 82.5
assumed................................. .3 .2 .3
ceded................................... $ 32.9 $ 33.1 $ 40.9
=============== ============== ===============
Life insurance in force as of December 31: direct....... $ 8,708.6 $ 6,775.8 $ 7,747.3
assumed...... - - -
ceded........ $ 3,795.6 $ 2,806.2 $ 3,510.2
=============== ============== ===============
Disability/accident and health insurance premiums
ceded on a quota share basis:
To affiliated companies.................................... $ 1.5 $ 3.1 $ 3.4
To unaffiliated companies.................................. 18.2 18.9 24.7
--------------- -------------- ---------------
Total..................................................... $ 19.8 $ 22.0 $ 28.1
=============== ============== ===============
Percentage of direct and assumed premiums.................. 34.8% 37.7% 43.8%
=============== ============== ===============
</TABLE>
(b) Leases-Some of the Corporation's subsidiaries maintain their offices in
leased premises. Certain of these leases provide for the payment of real estate
taxes, insurance, and other operating expenses. At December 31, 1997, aggregate
minimum rental commitments (net of expected sub-lease receipts) under
noncancellable operating leases of $107.2 are summarized as follows: 1998:
$28.2; 1999: $20.6; 2000: $14.3; 2001: $10.4 2002: $8.1; 2003 and after: $25.4.
47
<PAGE>
(c) General-In the normal course of business, the Corporation and its
subsidiaries are subject to various contingent liabilities, including possible
income tax assessments resulting from tax law interpretations or issues raised
by taxing authorities in their regular examinations. Management does not
anticipate any significant losses or costs to result from any known or existing
contingencies.
(d) Legal Proceedings-There are no material legal proceedings other than those
arising in the normal course of business and which generally pertain to claim
matters related to insurance policies and contracts issued by the Corporation's
insurance subsidiaries.
Note 6-Consolidated Quarterly Results-Unaudited - Old Republic's consolidated
quarterly operating data for the two years ended December 31, 1997 is presented
below. In the second quarter 1997, several life insurance subsidiaries recovered
income taxes and related accumulated interest due to favorable resolutions 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, reduced income tax
expense by $5.9 and increased net income by $14.2 (10 cents per share).
In February 1996, the Company called for the redemption of its 10% debentures
maturing in 2018 ($75.0 principal amount); in April 1996, the Company called for
redemption of its 11.5% debentures maturing in 2015 ($30.0 principal amount);
redemption of these debentures was effected with internally available funds. The
early retirement of the Company's 10% debentures of 2018 produced a net of tax
charge of $3.3 (2 cents per share) that has been reflected as an extraordinary
item in the first quarter of 1996, while the retirement of the Company's 11.5%
debentures of 2015 produced an additional net of tax charge of $1.1 (1 cent per
share) that was reflected as an extraordinary item in the second quarter of
1996. Accordingly, the total extraordinary item reflected in the results for
1996 was $4.4 (3 cents per share).
In the opinion of management, all adjustments consisting of normal recurring
adjustments necessary to a fair presentation of quarterly results have been
reflected in the data which follows. It is also management's opinion, however,
that quarterly operating data for insurance enterprises is not indicative of
results to be achieved in succeeding quarters or years. The long-term nature of
the insurance business, seasonal patterns in premium production and incidence of
claims, and changes in yields on invested assets are some of the factors
necessitating a review of operating results, changes in shareholders' equity,
and cash flows for periods of several years to obtain a proper indicator of
performance. The data below should be read in conjunction with the "Management
Analysis of Financial Position and Results of Operations":
<TABLE>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
Year Ended December 31, 1997: -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Operating Summary:
Net premiums, fees, and other income.............. $ 383.2 $ 421.2 $ 422.6 $ 438.2
Net investment income and realized gains.......... 78.5 71.2 70.4 76.7
Total revenues.................................... 461.8 492.6 493.2 515.1
Benefits, claims, and expenses.................... 367.2 371.8 392.1 404.8
Net income........................................ $ 65.2 $ 88.3 $ 69.1 $ 75.4
============== ============== ============== ==============
Net income per share: Basic.................... $ .49 $ .67 $ .51 $ .54
Diluted.................. $ .46 $ .62 $ .49 $ .53
============== ============== ============== ==============
Average common and equivalent shares outstanding:
Basic........................................... 130,513,487 130,383,032 134,509,503 138,718,711
============== ============== ============== ==============
Diluted......................................... 142,266,700 141,494,007 141,999,192 141,080,148
============== ============== ============== ==============
</TABLE>
48
<PAGE>
<TABLE>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
Year Ended December 31, 1996: ------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Operating Summary:
Net premiums, fees, and other income.............. $ 359.4 $ 387.9 $ 384.3 $ 396.1
Net investment income and realized gains.......... 71.3 65.2 71.5 67.4
Total revenues.................................... 430.9 453.3 456.0 463.6
Benefits, claims, and expenses.................... 353.7 369.6 365.5 372.5
Income before extraordinary item.................. 53.4 57.0 61.7 62.5
Extraordinary item, net of tax.................... (3.3) (1.1) - -
Net income........................................ $ 50.0 $ 55.9 $ 61.7 $ 62.5
============= ============= ============= ==============
Net income per share:
Basic:
Before extraordinary item....................... $ .41 $ .43 $ .46 $ .47
Extraordinary item.............................. (.03) (.01) - -
Net Income...................................... $ .38 $ .42 $ .46 $ .47
============= ============= ============= ==============
Diluted:
Before extraordinary item....................... $ .38 $ .40 $ .43 $ .43
Extraordinary item.............................. (.03) (.01) - -
Net Income...................................... $ .35 $ .39 $ .43 $ .43
============= ============= ============= ==============
Average common and equivalent shares outstanding:
Basic........................................... 124,938,669 129,758,396 129,951,183 130,357,934
============= ============= ============= ==============
Diluted......................................... 141,719,168 141,631,446 141,778,116 142,236,065
============= ============= ============= ==============
</TABLE>
49
<PAGE>
Note 7-Information About Segments of Business - The contributions of Old
Republic's insurance industry segments to consolidated revenues and operating
results, and certain balance sheet data pertaining thereto are shown in the
following tables on the basis of generally accepted accounting principles
("GAAP"). Each of the Corporation's segments underwrites and services only those
insurance coverages which may be written by it pursuant to state insurance
regulations and corporate charter provisions.
In computing the income or loss before taxes and extraordinary item for each
segment, the following items have not been added or deducted: general corporate
revenues and expenses, parent company interest expense, income taxes, and equity
in operating results of, or dividends from, unconsolidated subsidiaries and
affiliates. To reconcile the total assets shown for the General, Mortgage
Guaranty, Title and Life Groups with total consolidated assets at December 31,
1997 and 1996, adjustments must be made for the parent company assets of
$2,302.1 and $2,079.6, and consolidating eliminations of $2,556.9 and $2,477.6,
respectively.
Revenues and assets connected with foreign operations are not significant in
relation to consolidated totals.
<TABLE>
Net Revenues
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
--------------------------------------------------
1997 1996 1995
--------------- -------------- ---------------
<S> <C> <C> <C>
General Insurance Group:
Net premiums earned:
Liability coverages......................................... $ 513.7 $ 463.6 $ 477.9
Property and other coverages................................ 392.5 404.0 373.2
Net investment (a) and other income........................... 213.2 207.3 204.9
--------------- -------------- ---------------
Total...................................................... 1,119.5 1,074.9 1,056.1
--------------- -------------- ---------------
Mortgage Guaranty Group:
Net premiums earned........................................... 271.0 226.5 175.2
Net investment (a) and other income........................... 42.3 36.0 28.6
--------------- -------------- ---------------
Total...................................................... 313.3 262.6 203.9
--------------- -------------- ---------------
Title Insurance Group:
Net premiums earned........................................... 238.6 220.2 183.3
Title, escrow and other fees.................................. 163.3 147.2 122.2
--------------- -------------- ---------------
Sub-total................................................... 402.0 367.4 305.5
Net investment (a) and other income........................... 21.4 20.4 20.6
--------------- -------------- ---------------
Total...................................................... 423.4 387.9 326.2
--------------- -------------- ---------------
Life Insurance Group:
Annuities:
Net premiums earned......................................... - - -
Net investment income....................................... 4.8 5.2 6.1
--------------- -------------- ---------------
Sub-total................................................... 4.9 5.2 6.1
--------------- -------------- ---------------
Credit and other life and disability:
Net premiums earned......................................... 48.6 46.0 41.9
Net investment (a) and other income......................... 21.9(c) 9.2 9.9
--------------- -------------- ---------------
Sub-total................................................... 70.5 55.2 51.8
--------------- -------------- ---------------
Total...................................................... 75.4 60.5 58.0
--------------- -------------- ---------------
Other Operations - Net (b):..................................... 4.5 2.6 1.8
--------------- -------------- ---------------
Consolidated sub-total...................................... 1,936.4 1,788.7 1,646.1
Net Realized Gains.............................................. 26.3 15.1 49.7
--------------- -------------- ---------------
Consolidated................................................ $ 1,962.8 $ 1,803.9 $ 1,695.9
=============== ============== ===============
</TABLE>
50
<PAGE>
<TABLE>
Income (Loss) Before Taxes
- --------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
------------------------------------------------
1997 1996 1995
--------------- ------------ ------------
<S> <C> <C> <C>
General Insurance Group:
Underwriting/service income (loss):
Liability coverages........................................ $ (2.5) $ (26.0) $ (58.6)
Property and other coverages............................... 13.0 20.5 38.6
Net investment income (a).................................... 197.8 194.3 191.1
--------------- ------------ ------------
Total...................................................... 208.3 188.8 171.1
--------------- ------------ ------------
Mortgage Guaranty Group:
Underwriting/service income.................................. 105.9 89.8 77.6
Net investment income (a).................................... 35.5 30.4 25.2
--------------- ------------ ------------
Total...................................................... 141.5 120.2 102.8
--------------- ------------ ------------
Title Insurance Group:
Underwriting/service income (loss) .......................... 17.5 5.9 (13.4)
Net investment income (a).................................... 19.0 18.6 18.0
--------------- ------------ ------------
Total...................................................... 36.5 24.6 4.6
--------------- ------------ ------------
Life Insurance Group:
Annuities.................................................... 1.0 .6 2.7
Other coverages and net investment income (a)................ 18.9(c) 6.4 5.2
--------------- ------------ ------------
Total...................................................... 19.9 7.0 7.9
--------------- ------------ ------------
Other Sources - Net (b):....................................... (6.1) (13.5) (20.2)
--------------- ------------ ------------
Consolidated sub-total..................................... 400.3 327.2 266.2
Net Realized Gains............................................. 26.3 15.1 49.7
--------------- ------------ ------------
Consolidated............................................... $ 426.7 $ 342.4 $ 316.0
=============== ============ ============
</TABLE>
- -----------
In the above tables, net premiums earned on a GAAP basis differ from statutory
amounts as a result of differences in the calculations of unearned premium
reserves under each accounting method. (a) Including unallocated investment
income derived from invested capital and surplus funds./(b) Represents results
of holding company parent, consolidation eliminating adjustments, and general
corporate expenses, as applicable./ (c) Includes $12.6 of interest income from
settlement of prior years' tax issues.
<TABLE>
Assets At Year End
- --------------------------------------------------------------------------------------------------------------------
December 31,
-------------------------------------
1997 1996
------------- ---------------
<S> <C> <C>
General Insurance Group.................................................. $ 5,300.6 $ 5,350.5
Mortgage Guaranty Group.................................................. 922.9 760.5
Title Insurance Group.................................................... 419.4 408.2
Life Insurance Group..................................................... 309.4 310.3
Consolidated............................................................. $ 6,923.4 $ 6,656.2
============== ===============
</TABLE>
The Financial Accounting Standards Board (FASB) issued, in June, 1997,
Statement of Financial Accounting Standards No. 131 (FAS-131) "Disclosure about
Segments of an Enterprise and Related Information." FAS-131 establishes
standards for the way the Company reports information about operating segments.
This statement shall be effective for fiscal years beginning after December 15,
1997. The Company has not as of yet determined the effect of this statement on
its definition of operating segments. FAS-131 does not impact the Company's
financial position or results of its operation.
51
<PAGE>
Note 8-Related Party Transactions - At December 31, 1997 and 1996, the
Corporation owned 100.0% and 98.85% of the non-voting common shares,
respectively, and 40% of the voting common and preferred shares of the American
Business & Mercantile Insurance Group, Inc., ("AB&M Group" or "Group"), an
affiliated insurance holding company engaged in the property and liability
reinsurance business. American Business & Personal Insurance Mutual, Inc.
("Mutual"), a property & liability mutual insurer owned by its policyholders,
held directly or through a subsidiary .04% of the Group's non-voting common
shares at December 31, 1996 and 60% of the Group's voting common and preferred
shares at December 31, 1997 and 1996. At December 31, 1996, 1.11% of the Group's
non-voting common shares were held by public shareholders. In the fourth quarter
1997, the Corporation acquired the non-voting common shares.
Pursuant to underwriting and investment management agreements, Old Republic
receives management fees for administering the affairs of the Group's
reinsurance subsidiary and those of Mutual. Pursuant to reinsurance treaties,
the Group and Mutual are quota share participants in various types of primary or
assumed reinsurance contracts produced through Old Republic underwriting
facilities. Fees received in the past three years by Old Republic were
immaterial. The following table shows reinsurance cessions, retrocessions, and
assumptions to or from the Group's reinsurance subsidiary and the Mutual for the
last three years.
<TABLE>
Ceded to Group Assumed from Mutual Ceded to Mutual
--------------------------- ---------------------------- ---------------------------
1997 1996 1995 1997 1996 1995 1997 1996 1995
------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums written............ $ 4.5 $ 9.3 $ 12.6 $ - $ - $ - $ 1.2 $ 1.6 $ 3.6
Commissions and fees........ .7 .8 .8 (.2) - - - - -
Losses and loss expenses.... 2.6 9.8 14.7 (1.0) .1 .1 .9 1.7 4.1
Loss and loss expense
reserves................... 49.6 55.5 54.1 17.2 17.1 18.7 7.1 8.4 7.9
Unearned premiums........... $ 1.2 $ 1.1 $ 1.1 $ - $ - $ - $ .3 $ .3 $ .3
======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
Certain subsidiaries of the Company have sold various accounts receivable
to a finance company subsidiary of the Mutual. Total receivables sold amounted
to approximately $6.1 as of December 31, 1997 and 1996, respectively.
At December 31, 1997 and 1996, the Group held approximately 6.8% and 7.2%,
respectively, of Old Republic's issued and outstanding common shares. For
financial accounting purposes only, 10,110,690 and 9,988,352 of such shares have
been treated as treasury shares at each respective date in consolidating the
Group's accounts with those of the Corporation.
At December 31, 1997, the Corporation owned 96.9% of the voting common
stock of Employers General Insurance Group, Inc. ("EGI") an affiliated insurance
holding company engaged in property and liability insurance, primarily in Texas
and Oklahoma. At such date, 3.1% of EGI's voting common stock was held by public
shareholders.
Pursuant to a branch management agreement, EGI supervises the solicitation
and underwriting of all lines of insurance that two insurance subsidiaries of
Old Republic are authorized to write. EGI's Texas domiciled insurance subsidiary
has entered into a quota share reinsurance treaty with an insurance subsidiary
of Old Republic. Under the reinsurance treaty, EGI's insurance subsidiary
reinsures the net retained amount of business produced by EGI and its
subsidiaries.
<TABLE>
Ceded to EGI
------------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Premiums written....................................................... $ 37.2 $ 38.1 $ 33.8
Losses and loss expenses............................................... 32.5 32.4 26.4
Loss and loss expense reserves......................................... 57.5 54.0 42.4
Unearned premiums...................................................... $ 10.9 $ 12.0 $ 12.6
========== ========== ==========
</TABLE>
EGI has also entered into an investment counsel agreement pursuant to which
an Old Republic subsidiary provides investment advice, accounting services and
assistance to EGI in executing purchases and sales of investments. Fees received
by Old Republic were immaterial.
52
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- -------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
Old Republic International Corporation
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Old
Republic International Corporation and subsidiaries (the "Company") as of
December 31, 1997 and 1996, and the related consolidated statements of income,
preferred stock and common shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Old Republic
International Corporation and subsidiaries as of December 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Chicago, Illinois
March 18, 1998
53
<PAGE>
Item 9-Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10-Directors and Executive Officers of the Registrant
Omitted pursuant to General Instruction G(3). The Company will file with the
Commission prior to April 1, 1998 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 22, 1998. See also Item 4(a) in Part I of this report. A list of
Directors appears on the "Signature" page of this report.
Item 11-Executive Compensation
Omitted pursuant to General Instruction G(3). The Company will file with the
Commission prior to April 1, 1998 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 22, 1998.
Item 12-Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to General Instruction G(3). The Company will file with the
Commission prior to April 1, 1998 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 22, 1998.
Item 13-Certain Relationships and Related Transactions
Omitted pursuant to General Instruction G(3). The Company will file with the
Commission prior to April 1, 1998 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 22, 1998.
PART IV
Item 14-Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as a part of this report:
1. Financial statements: See Item 8, Index to Financial Statements.
2. Financial statement schedules will be filed on or before April 30,1998
under cover of Form 10-K/A.
3. See exhibit index on page 57 of this report.
(b) Reports on Form 8-K:
1. No reports on Form 8-K were filed during the fourth quarter of 1997.
54
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 (Name, Title or Principal
Capacity, and Date).
(Registrant): Old Republic International Corporation
By : /s/ A.C. Zucaro 3/27/98
------------------------------------------------ ---------------
A. C. Zucaro, Chairman of the Board, Date
Chief Executive Officer, President and Director
By : /s/ Paul D. Adams 3/27/98
----------------------------------------------- ---------------
Paul D. Adams, Senior Vice President, Date
Chief Financial Officer and Treasurer
55
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated (Name, Title or
Principal Capacity, and Date).
/s/ Harrington Bischof /s/ John W. Popp
- ------------------------------- --------------------------------
Harrington Bischof, Director* John W. Popp, Director*
/s/ Anthony F. Colao /s/ William A. Simpson
- ------------------------------- --------------------------------
Anthony F. Colao, Director* William A. Simpson, Director*
Senior Vice President President of Republic Mortgage
Insurance Company
/s/ Jimmy A. Dew /s/ Arnold L. Steiner
- ------------------------------- --------------------------------
Jimmy A. Dew, Director* Arnold L. Steiner, Director*
Executive Vice President of
Republic Mortgage Insurance Company
/s/ Kurt W. Kreyling /s/ David Sursa
- ------------------------------- --------------------------------
Kurt W. Kreyling, Director* David Sursa, Director*
/s/ Peter Lardner /s/ William G. White, Jr.
- ------------------------------- --------------------------------
Peter Lardner, Director* William G. White, Jr., Director*
President of Bituminous
Casualty Corporation
/s/ Wilbur S. Legg
- -------------------------------
Wilbur S. Legg, Director*
* By /s/ A. C. Zucaro
Attorney-in-fact
Date: March 12, 1998
56
<PAGE>
EXHIBIT INDEX
An index of exhibits required by item 601 of Regulation S-K follows:
(3) Articles of incorporation and by-laws.
(A) * Restated Certificate of Incorporation, as amended. (Exhibit 3(A)
to Registrant's Annual Report on Form 10-K for 1995).
(B) * By-laws, as amended.(Exhibit 3.2 to Form S-3 Registration Statement
No. 333-43311).
(4) Instruments defining the rights of security holders, including indentures.
(A) * Certificate of Designation with respect to Series A Junior
Participating Preferred Stock (Exhibit 4.1 to Form 8-K filed May
30, 1997).
(B) * Certificate of Designation with respect to Series G-2 Convertible
Preferred Stock (Exhibit 4(A) to Registrant's Annual Report on Form
10-K for 1995).
(C) * Amended and Restated Rights Agreement dated as of May 15, 1997
between Old Republic International Corporation and First Chicago
Trust Company of New York (Exhibit 4.1 to Registrant's Form 8-K
filed May 30, 1997).
(D) * Agreement to furnish certain long term debt instruments to the
Securities & Exchange Commission upon request (Exhibit 4(D) on Form
8 dated August 28, 1987).
(E) * Form of Indenture dated as of August 15, 1992 between Old
Republic International Corporation and Wilmington Trust Company, as
Trustee (Exhibit 4(G) to Registrant's Annual Report on Form 10-K
for 1993.)
(F) * Supplemental Indenture No.1 dated as of June 16, 1997 supplementing
the Indenture (Exhibit 4.3 to Registrant's Form 8-A filed June 16,
1997).
(G) Supplemental Indenture No. 2 dated as of December 31, 1997
supplementing the Indenture.
(10) Material contracts.
** (A) Copy of the Amended and Restated Old Republic International
Corporation Key Employees Performance Recognition Plan.
** (B) * 1985 Old Republic International Corporation Non-qualified Stock
Option Plan A (Exhibit 10.1 to Form S-3 Registration Statement
No. 2-98166).
** (C) * Amendments to 1985 Old Republic International Corporation
Non-qualified Stock Option Plan A (Exhibit 10(G) to Registrant's
Annual Report on Form 10-K for 1991).
** (D) Amended and Restated 1992 Old Republic International Corporation
Non-qualified Stock Option Plan.
** (E) Amended and Restated Old Republic International Corporation
Executives Excess Benefits Pension Plan.
** (F) * Form of Indemnity Agreement between Old Republic International
Corporation and each of its directors and certain officers (Exhibit
10 to Form S-3 Registration Statement No. 33-16836).
** (G) * Copy of directors and officers liability and company
reimbursement policy dated October 6, 1970 (Exhibit 12(A) to Form
S-1 Registration Statement No. 2-41089).
** (H) Copy of Bitco Key Employees Performance Recognition Plan.
** (I) * Copy of a written description of the RMIC Key Employee
Performance Recognition Plan (Exhibit 10(Q) to Registrant's Annual
Report on Form 10-K for 1991.)
57
<PAGE>
(Exhibit Index, Continued)
(21) Subsidiaries of the registrant.
(23) Consent of Coopers & Lybrand L.L.P.
(24) Powers of attorney
(28) Consolidated Schedule P (To be filed by amendment.)
* Exhibit incorporated herein by reference.
** Denotes a management or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
58
Exhibit (4)(G)
SUPPLEMENTAL INDENTURE NO. 2
OLD REPUBLIC INTERNATIONAL CORPORATION
to
WILMINGTON TRUST COMPANY
SUPPLEMENTAL INDENTURE NO. 2, dated as of December 31, 1997 between Old
Republic International Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), having
its principal executive office at 307 North Michigan Avenue, Chicago, Illinois,
and Wilmington Trust Company, a banking corporation duly organized and existing
under the laws of the State of Delaware, as Trustee
(herein called the "Trustee").
Recitals of the Company
WHEREAS, the Company and the Trustee entered into an Indenture dated as
of August 15, 1992 and Supplemental Indenture No. 1 thereto dated as of June 16,
1997 (as supplemented, the "Indenture") in connection with the issuance by the
Company from time to time of its Debt Securities (herein called the "Debt
Securities"); and
WHEREAS, the Company issued a certain series of Debt Securities on August
26, 1992, and fully redeemed all such Debt Securities according to their terms
and conditions on March 18, 1996; and
WHEREAS, the Company issued a certain series of Debt Securities
designated as the 7% Debentures due June 15, 2007 on June 23, 1997 in the
aggregate principal amount of $115,000,000, and such 7% Debentures due June 15,
2007 remain outstanding; and
WHEREAS, the Company may issue certain other Debt Securities and, prior
to so doing, desires to enter into a supplemental indenture to modify certain
provisions of the Indenture, as authorized by duly adopted resolutions of the
Company's Board of Directors; and
WHEREAS, Article Nine of the Indenture permits the Company to modify the
Indenture from time to time by entering into one or more supplemental
indentures, and all actions required to be taken under the Indenture with
respect to this Supplemental Indenture have been taken.
1
<PAGE>
NOW THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
1. Covenants.
(a) Section 1006, Limitations on Issue or Disposition of Stock of
Principal Insurance Subsidiaries, of Article Ten (as previously amended pursuant
to Supplemental Indenture No. 1) is hereby amended by adding to the beginning
thereof the following clause:
"(a) With respect to the 7% Debentures due June 15, 2007"
(b) Section 1006, Limitations on Issue or Disposition of Stock of
Principal Insurance Subsidiaries, of Article Ten (as previously amended pursuant
to Supplemental Indenture No. 1) is hereby further amended by adding to the end
thereof the following paragraph:
"(b) With respect to any series of Debt Securities issued
hereunder other than the 7% Debentures due June 15, 2007, this Indenture
shall not prohibit the Company or any Principal Insurance Subsidiary from
issuing, selling, assigning, transferring or otherwise disposing of,
directly or indirectly, any of the capital stock of any Principal
Insurance Subsidiary.
2. Ratification of Indenture.
This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and as supplemented and modified
hereby, the Indenture is in all respects ratified and confirmed, and the
Indenture and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
3. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Supplemental Indenture by the Trust Indenture Act, the required provision shall
control.
4. Indenture Definitions
Capitalized terms used in this Supplemental Indenture and not otherwise
defined shall have the meanings ascribed to them in the Indenture.
5. Governing Law.
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, provided, however, that the
rights, duties and liabilities of the Trustee shall be governed by and construed
in accordance with the laws of the State of Delaware so long as the Wilmington
Trust Company is Trustee.
2
<PAGE>
6. Duplicate Originals.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
(Seal) OLD REPUBLIC INTERNATIONAL
CORPORATION
Attest:
/s/ John S. Adams By: /s/ A. C.Zucaro
- --------------------------- ---------------------------------
A. C. Zucaro, Chairman, President
and Chief Executive Officer
(Seal) WILMINGTON TRUST COMPANY
as Trustee
Attest:
By:
- -------------------------- ---------------------------------
3
<PAGE>
State of Illinois )
) ss:
County of Cook )
On the 7th day of January, 1998, before me personally came A. C. Zucaro,
to me known, who, being by me duly sworn, did depose and say that he is
Chairman, President and Chief Executive Officer of Old Republic International
Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ Catherine M. Giblin
------------------------------
State of Delaware )
) ss:
County of New Castle )
On the before me personally came ___________________, to me known, who,
being by me duly sworn, did depose and say that he is Vice President of
Wilmington Trust Company, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
------------------------------
4
Exhibit (10)(A)
OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN
-----------------------------------
ARTICLE ONE
PURPOSE AND EFFECTIVE DATE
1.1 The purpose of this Plan is to further the long term growth in
earnings of Old Republic International Corporation by offering long term
incentives in addition to current compensation to those officers and key
employees of Old Republic International Corporation and its subsidiaries who
have been or are expected to be largely responsible for such growth.
1.2 This Plan is effective as of January 1, 1997.
ARTICLE TWO
2.1 "Plan" shall mean this Old Republic International Corporation
Key Employees Performance Recognition Plan.
2.2 "Company shall mean Old Republic International Corporation, a
corporation organized under the laws of the State of Delaware.
2.3 "Employer" and "Employers" shall mean the Company and each
other corporation or organization which is wholly or partially owned by the
Company, either directly or indirectly, and is designated by the Committee as an
Employer under this Plan. As of the effective date of this Plan the Employers
other than the Company are:
Actuarial Risk Services, Inc.
American Treaty Management Corporation
Brummel Brothers, Inc.
J. Huell Briscoe & Associates, Inc.
Old Republic Asset Management Corporation
Old Republic General Services, Inc.
Old Republic Insurance Company
Old Republic Insured Credit Services, Inc.
Old Republic International Corporation
Old Republic Life Insurance Company
Old Republic Life Insurance Company of New York
Old Republic Marketing, Inc.
Old Republic RE, Inc.
Old Republic Title Holding Company, Inc.
1
<PAGE>
Old Republic Union Insurance Company
Republic Mortgage Insurance Company
Sierra Reinsurance Services, Inc.
2.4 "Chief Executive Officer" shall mean the chief executive
officer of the Company.
2.5 "Committee" shall mean the Compensation Committee of the Board
of Directors of the Company.
2.6 "Employee" shall mean any person who is employed by an Employer
on a full-time basis and who is compensated for such employment by a regular
salary. "Employee" shall include officers of an Employer but shall not include
directors who are not otherwise officers or employees.
2.7 "Eligible Employee" shall mean an Employee who pursuant to
Section 5.1 hereof has been selected to share in the allocation of the
Performance Recognition Pool for any given year.
2.8 "Year of Service" shall mean each year of continuous employment
with an Employer after first being designated as a Eligible Employee pursuant to
Section 5.1 hereof.
2.9 "Account" shall mean with respect to any Employee, the record
of:
(a) credits in connection with the allocations, if any,
credited to such account pursuant to Article Five of the
Plan,
(b) payments to him or her under the Plan pursuant to Article
Six of the Plan,
(c) forfeitures, if any, pursuant to Article Seven of the
Plan, and
(d) credits transferred from the Plan to a comparable plan of
any subsidiary or affiliate of the Employer by agreement
between such subsidiary or affiliate and the Employer.
2.10 "Calculation Year" shall mean the Company's fiscal year
immediately preceding the year for which the Performance Recognition Pool is
being calculated.
If there is an operating loss in the year prior to the Calculation
Year, the "prior year" to be used in the following definitions and for Section
4.1 calculations is the first year prior to the Calculation Year in which there
was an operating profit.
2.11 "Minimum Return on Equity" shall mean a percentage applied to
the Company's average shareholders' equity (i.e., mean of beginning and ending
balances, adjusted for unrealized investment gains or losses net of applicable
income taxes, if any) for the
2
<PAGE>
Calculation Year. The percentage shall be that percentage, obtained from public
information, equal to two times the mean of the five year average post-tax yield
on 10 year and 30 year U.S. Treasury Securities. The Committee shall annually
compute and announce this value as it pertains to a calculation year.
2.12 "Excess Return on Equity" shall mean the Calculation Year's
consolidated net operating income in excess of the Minimum Return on Equity all
calculated in accordance with generally accepted accounting principles, (GAAP).
Net operating income shall exclude realized gains or losses on sales of
investment securities or any other assets (irrespective of the treatment of such
amounts under GAAP) and extraordinary credits or charges.
2.13 "Minimum Annual Income" shall mean 112% of the prior year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during each year.
2.14 "Excess Earnings Growth" shall mean the Calculation Year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during such year in excess of the Minimum
Annual Income.
2.15 "Base Salary" shall mean the Employee's basic salary at the
rate in effect at the end of the Calculation Year excluding bonuses, overtime,
extraordinary compensation and contributions to the Old Republic International
Corporation Employees Savings and Stock Ownership Plan.
2.16 "Consolidated Net Operating Income" shall mean the Company's
income determined in accordance with generally accepted accounting principles
and adjusted for payment of income taxes and for the income of subsidiaries and
affiliates carried on an equity basis. Net operating income shall exclude
realized gains or losses on sales of investment securities or any other assets
(irrespective of the treatment of such amounts under GAAP) and extraordinary
credits or charges.
2.17 If in any Calculation Year the Company acquires any other
business accounted for as a purchase whose earnings contribute 5% or more to
such Year's consolidated net operating income, the earnings of the acquired
Company for the year of acquisition and the next succeeding year shall be
eliminated (together with related purchase accounting adjustments) in order to
calculate the performance data described in Sections 2.11 through 2.22 herein.
No elimination from any year shall be made when the acquired company has been
owned by the Company for two consecutive calendar years. Net operating income
shall exclude realized gains or losses on sales of investment securities or any
other assets (irrespective of the treatment of such amounts under GAAP) and
extraordinary credits or charges.
2.18 "Earnings Per Share" shall mean fully diluted earnings per
share (net of any paid or accrued dividends on preferred stock) calculated in
accordance with AICPA Accounting Principles Board Opinion No. 15 or any later
superseding opinions.
3
<PAGE>
2.19 "Performance Multiplier" shall mean the number of percentage
points by which the Earnings Per Share for the Calculation Year exceeds 112% of
the Earnings Per Share for the prior year.
2.20 "Profit Sharing Base" shall mean the sum of:
(a) Earnings Growth multiplied by the Earnings Per Share
Multiplier; and
(b) 2.5% of Excess Return on Equity.
2.21 "Earnings Per Share Multiplier" shall mean a percentage of the
increase in the fully diluted Earnings Per Share in the Calculation Year over
the preceding year as set forth in the following schedule:
Percentage Increase Earnings
In Earnings Per Share Per Share Multiplier
--------------------- --------------------
0 - 6.00% 0%
6.01 to 10.00% 2.5%
10.01 to 15.00% 5.0%
15.01 to 20.00% 7.5%
Over 20% 10.0%
2.22 "Earnings Growth" shall mean the Calculation Year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during such year in excess of the prior
year's Consolidated Net Operating Income.
2.23 "Change of Control" shall mean any one of the following:
(i) the date the Board of Directors of the Company votes to
approve and recommends a stockholder vote to approve:
(a) Any consolidation or merger of the Company in which
the Company is not the continuing or surviving
corporation or pursuant to which shares of the
Company's Common Stock would be converted into
cash, securities or other property, other than any
consolidation or merger of the Company in which the
holders of the Company's Common Stock immediately
prior to the consolidation or merger have the same
proportionate ownership of common stock of the
surviving corporation immediately after the
consolidation or merger; or
4
<PAGE>
(b) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of
all, or substantially all, of the assets of the
Company, other than any sale, lease, exchange or
other transfer to any corporation where the Company
owns, directly or indirectly, at least 80% of the
outstanding voting securities of such corporation
after any such transfer; or
(c) Any plan or proposal for the liquidation or
dissolution of the Company; or
(ii) the date any person (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934, hereinafter the "1934
Act"), other than the Old Republic International Corporation
Employees Savings and Stock Ownership Trust or any other trust
established by or contributed to by the Company or any of its
subsidiaries for the benefit of employees of the Company or
its subsidiaries, shall become the beneficial owner (within
the meaning of Rule 13d-3 under the 1934 Act) of 20% or more
of the Company's outstanding Common Stock; or
(iii) the date the Board of Directors of the Company or any
affiliate of the Company (within the meaning of Rule 12b-2
under the 1934 Act) authorizes and approves any
transaction which has either a reasonable likelihood or a
purpose of causing, whether directly or indirectly;
(a) The Company's Common Stock to be held of record
by fewer than 300 persons; or
(b) The Company's Common Stock to be neither
listed on any national securities exchange
nor authorized to be quoted on an
inter-dealer quotation system of any
registered national securities association;
or
(iv) the date, during any period of 24 consecutive months, on which
individuals who at the beginning of such period constitute the
entire Board of Directors of the Company shall cease for any
reason to constitute a majority thereof unless the election,
or the nomination for election by the Company's stockholders,
of each new director comprising the majority was approved by A
vote of at least a majority of the Continuing Directors, as
hereinafter defined, in office on the date of such election or
nomination for election of the new director. For purposes
hereof, a "Continuing Director" shall mean:
(a) any member of the Board of Directors of the Company
5
<PAGE>
at the close of business on December 15, 1996;
(b) any member of the Board of Directors of the
Company who succeeded any Continuing
Director described in subparagraph a. above
if such successor was elected, or nominated
for election by the Company's stockholders,
by a majority of the Continuing Directors
then still in office; or
(c) any director elected, or nominated for
election by the Company's stockholders, to
fill any vacancy or newly-created
directorship on the Board of Directors of
the Company by a majority of the Continuing
Directors then still in office.
A Change of Control shall not be deemed to be a Change of Control for purposes
of this Plan if the Board of Directors of the Company has approved such Change
of Control prior to either (A) the occurrence of any of the events described in
the foregoing clauses (I) - (III), or (B) the commencement by any person other
than the Company of a tender offer for the Common Stock.
ARTICLE THREE
ADMINISTRATION
3.1 The Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (hereinafter the "Committee") which shall
be appointed by the Board of Directors of the Company from its own members. The
membership of the Committee may be reduced, changed, or increased from time to
time in the absolute discretion of the Board of Directors of the Company. The
Committee shall not include any Eligible Employee under this plan.
3.2 The Committee shall have the authority to interpret the Plan,
to establish and revise rules and regulations relating to the Plan, and to make
the determinations which it believes necessary or advisable for the
administration of the Plan.
ARTICLE FOUR
CALCULATION OF THE PERFORMANCE RECOGNITION POOL
4.1 Prior to each May 31 the Compensation Committee shall calculate
the amount of the Performance Recognition Pool for that Calculation Year. The
Performance Recognition Pool for any Calculation Year shall be equal to the
lesser of:
(a) the Profit Sharing Base for the Calculation Year; or
6
<PAGE>
(b) 1.0% of the Company's consolidated operating earnings
(after deductions of preferred stock dividends, if any)
for the Calculation Year, or;
(c) a percentage of the Eligible Employees' Base Salaries,
ranging from 10% to 150%, inclusive, determined on the
basis of the following scale:
Column A Column B
Percent by Which Current Year's
Return on Equity Exceeds ROE
Target for the Year Salary Cap/Spread
------------------------------- ---------------------------
0 - 10% 10% + 0.5% for each full
1% exceeding 5% (Max. 12.5%)
10 - 20 15% + 0.5% for each full
1% exceeding 10% (Max. 20%)
20 - 30 20% + 1% for each full
1% exceeding 20% (Max. 30%)
30 - 40 30% +1% for each full
1% exceeding 30% (Max. 40%)
40 - 50 40% + 1% for each full
1% exceeding 40% (Max. 50%)
50 - 60 55% + 1% for each full
1% exceeding 50% (Max. 65%)
60 - 75 70% + 1% for each full
1% exceeding 60% (Max. 85%)
75 - 100 90% + 1% for each full
1% exceeding 75% (Max. 115%)
100.1% and Over 120% + 1% for each full
1% exceeding 100%
(Subject to Max. of 150%)
4.2 Notwithstanding any provisions herein to the contrary, the
Performance Recognition Pool shall be zero for any year if the Company incurred
a net operating loss or a net loss in the Calculation Year.
7
<PAGE>
ARTICLE FIVE
ALLOCATION OF THE PERFORMANCE RECOGNITION POOL
5.1 Prior to each May 1, the CEO shall, in consultation with the
Committee, designate the Employees employed by the Employers during any part of
such Year who will be eligible to share in the Performance Recognition Pool for
that Year.
5.2 On or before June 30 the Performance Recognition Pool for that
year shall be allocated among and credited to the accounts of the Employees on
the following basis, provided, however, that no member of the Committee shall be
able to share in the performance Recognition Pool for any year:
(a) First, amounts shall be allocated among and credited to all or
such Accounts of those Employees who have Accounts in the Plan on
the allocation date and who are eligible and actively employed by
an eligible Employer during that year. The amount credited to each
such Account shall equal the balance in each such Account at the
beginning of the Year multiplied by the Performance Multiplier. In
no event, however, shall the aggregate amount so credited exceed
the lesser of 15% of the aggregate Account balances on the
allocation date or 20% of the Performance Recognition Pool for that
year.
(b) Secondly, the remaining portion, if any, of the Performance
Recognition Pool shall be allocated among and credited to the
Accounts of Eligible Employees for the year as the Committee in
consultation with the CEO deems appropriate in its sole discretion,
provided, however, the Committee may, in its discretion, reserve up
to 50% of any one year's Pool which will not be allocated
currently. The Committee may carry forward the unallocated portion
of the Performance Recognition Pool and allocate all or a portion
of it pursuant to this subparagraph (c) during one or more of the
next succeeding three years; provided however, that the total
amount of any one year's carry forward must be allocated by the end
of the third year.
5.3 With respect to the amounts to be allocated in the current
year, the Committee shall make such allocation to the CEO and to such other
senior Eligible Employees selected in consultation with the CEO as it deems
appropriate. Remaining amounts allocable for the year to less senior Eligible
Employees shall be distributed by the CEO based on total allocations approved by
the Committee. In designating Eligible Employees and allocating the Performance
Recognition Pool among the Accounts of the Eligible Employees for any Year
pursuant to this Article, the CEO and the Committee shall consider the positions
and responsibilities of Employees, their accomplishments during the year, the
value of such accomplishments to the Company, the CEO's expectations as to the
future contributions of individual Employees to the continued success of the
Company and such other factors as the CEO and the Committee shall, in their
discretion and judgment, deem appropriate.
8
<PAGE>
ARTICLE SIX
DISTRIBUTIONS
6.1 The entire amount of the credit in the Account of a deceased
Eligible Employee or an Eligible Employee who attains age 55 or actually retires
for disability prior thereto, shall be paid to the person or persons entitled
thereto at the time and in the manner provided in Sections 6.4, 6.5, 6.6, and
6.8 thereof.
6.2 Effective January 1, 1990, an Eligible Employee shall
automatically withdraw and receive in cash 50% of any award granted to him or
her in 1990 and subsequent years pursuant to Sections 5.2(a), 5.2(b), and
5.2(c). Effective January 1, 1995, an Eligible Employee shall also automatically
withdraw and receive in cash 50% of any Performance Multiplier granted to him or
her in 1995 and subsequent years pursuant to Section 5.2(a). The remaining 50%
of each such award and each such Performance Multiplier shall be credited to his
or her Account as of such year and shall become vested in accordance with the
vesting schedule set forth in Section 6.3(b). The amounts so withdrawn each year
shall be paid to the Eligible Employees within ninety (90) days of the date the
Committee and/or CEO make such awards or determine such Performance Multipliers.
6.3 A portion of the amount of the credit in the Account of an
Eligible Employee as of the date he or she terminates his or her service for any
reason other than his or her death or retirement for age or disability shall be
paid to the person or persons entitled thereto at the times in the manner
provided by Section 6.5 hereof. The amount to be paid shall be known as a
"vested interest", and shall be equal to (a) the amounts which have been vested
in him or her because he or she did not make a withdrawal in a prior year plus
(b) the following percentage of the balance of his or her credit in his Account:
Completed Years To Be Paid
of Service (Vested Interest)
--------------- -----------------
Less than One 0%
One 10%
Two 20%
Three 30%
Four 40%
Five 50%
Six 60%
Seven 70%
Eight 80%
Nine 90%
Ten 100%
Any amount not vested in an Employee shall be forfeited.
Forfeitures created during any year shall be allocated at the end of said year
to Employees actively employed by an
9
<PAGE>
Employer on December 31 of that year in the ratio that the Account balance of
each such Employee on January 1 of that year bears to the total Account Balance
of all such Employees.
6.4 Amounts payable to an Eligible Employee who retires for age,
after attaining age 55, shall be paid to the Employee in substantially equal
quarterly installments over a number of years (not to exceed 20 years) selected
by the Committee, in its sole discretion, beginning on the first day of the
calendar quarter following the later of the Employee's attaining age 55 or
termination of employment. In determining the number of installments the
Committee may consult with the Eligible Employee and may also consider as a
guideline that the retirement programs sponsored by Employers hereunder should
equal approximately 80% of the Eligible Employee's average compensation over the
last three years of employment.
6.5 If an Employee's employment with an Employer is terminated for
reasons other than death, disability, or retirement after attaining age 55, his
or her vested Account balance shall be paid to him or her in substantially equal
quarterly installments over a number of years (not to exceed 20 years) selected
by the Committee beginning on the first day of the calendar quarter following
the later of (a) his or her attaining age 55 or (b) the 12th month after his or
her termination of employment.
6.6 If an Employee becomes disabled while employed by an Employer
but prior to receiving his or her Account, his or her Account balance shall be
paid to him or her in 40 substantially equal quarterly installments beginning on
the first day of the calendar quarter following the month during which he or she
becomes disabled. For purposes of this Article, an Employee shall be deemed to
be disabled if he or she is totally and permanently disabled within the meaning
of the Employer's group employee disability policy or eligible for disability
benefits under the Social Security Act.
6.7 An employee's entire Account balance shall become fully vested
and nonforfeitable and shall be paid to him or her in a lump sum on the first
day of the calendar quarter following the date on which any Change of Control
occurs. If there is a carry forward balance not allocated pursuant to Section
5.2 (c) when a Change of Control occurs, such carry forward balance shall be
immediately allocated among the Accounts of all Employees in the ratio that each
such Employee's Account balance bears to the total of all such Account balances.
Said additional amounts shall be 100% vested and paid in accordance with the
provisions of this Article. Any subsequent contributions allocated to an
Employee's Account during the two years following the occurrence of a Change of
Control because the Plan is continued in accordance with Section 8.2 hereof
shall be non-forfeitable and shall be distributed immediately after such
allocation.
6.8 An Employee may designate in writing, on forms prescribed by
and filed with the Committee, a beneficiary or beneficiaries to receive any
payments payable after his or her death. If an Employee dies while employed by
an Employer or after he or she has begun to receive his or her benefits under
this Plan, the Account balance (or the remainder of his or her Account balance
if his benefits had already commenced) shall be paid to the beneficiary or
beneficiaries designated by the Employee (or, in the absence of such
designation, to his or her
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legal representative). Such payments shall be made in one of the following forms
as determined by the Committee: (i) substantially equal quarterly installments
over a number of years (not to exceed 10 years), (ii) a lump sum payment, or
(iii) any combination of the above options.
6.9 If an Employee is adjudged incompetent or if the Committee
deems him or her unqualified to handle his or her own affairs, the Committee may
direct that any payments which would otherwise be payable to the Employee shall
be paid (in the same amounts and on the same dates as such payments would have
been paid to the Employee) to the guardian or conservator of such Employee or,
if none has been appointed, the Committee may, in its discretion, direct that
such payments be made to the Employee's spouse or adult child or any other
person or institution who is caring for such Employee and any payments so made
shall to the extent thereof fully release and discharge the Committee and the
Employers from any further liability to the Employee.
6.10 Notwithstanding any other provisions of this Plan to the
contrary, the Committee may upon an Employee's death, disability, or termination
of employment distribute his or her Account balance to the Employee (or his or
her beneficiary in the case of death, or his or her guardian or to the person or
institution caring for him or her in the event that he or she is adjudged
incompetent or considered by the Committee to be unable to manage his or her own
affairs) more quickly than that called for in Section 6.2 through 6.8 if the
Committee in its sole discretion deems it is desirable to do so.
6.11 Notwithstanding any other provisions of this Plan to the
contrary, the Committee may deduct from any payments under the Plan any taxes
required to be withheld by the Federal or any state or local government for the
account of such Employee.
ARTICLE SEVEN
FORFEITURE
7.1 As a condition to the continued receipt of benefits hereunder
each Employee:
(a) shall be required for a period of three years after his or her
termination of employment with an Employer hereunder to hold
himself or herself available to the Company and his Employer for
reasonable consultation inasfar as his or her health permits;
(b) shall not for a period of three years after his or her
termination of employment with an Employer hereunder, either as an
individual on his or her own account, as a partner, joint venturer,
employee, agent, salesman for any person; as an officer, director
or stockholder (other than a beneficial holder of not more than 1%
of the outstanding voting stock of a company having at least 500
holders of voting stock) of a corporation, or otherwise directly or
indirectly,
(i) enter into or engage in any business competitive wit
that carried on by
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the Company or his or her Employer within any area of the
United States in which his or her Employer or the Company
is then doing business, providing Employee has had access
to any of the Company's or his or her Employer's trade
secrets, secret underwriting or business information,
programs, plans, data, processes, techniques, or customer
information; or
(ii) solicit or attempt to solicit any of his or her
Employer's or the Company's customers with whom Employee
has had contact as an Employee in the exercise of his or
her duties and responsibilities hereunder with the intent
or purpose to perform for such customer the same or
similar services or to sell to such customer the same or
similar products or policies which Employee performed for
or sold to such customer during the term of his or her
employment.
If the Committee determines that an Employee has refused to make himself or
herself available for consultation or violated his or her agreement, the
Committee may, by written notice to such Employee, cause his or her benefits to
be immediately suspended for the duration of such refusal or competition or if
payment of benefits had not yet commenced, notify the Employee that such
continued conduct will cause a forfeiture of his or her Account balance. If
after the sending of such notice the Committee finds that the Employee has
continued to refuse to consult or continue to compete with the Company or his or
her Employer for a period of thirty (30) days following such notice, the
Committee may permanently cancel the Employee's Account hereunder, and thereupon
all rights of such Employee under this Plan shall terminate. The foregoing
forfeiture provisions shall be inoperative if an event described in Section 6.5
(a), (b) or (c) occurs.
7.2 Any amounts forfeited pursuant to Section 7.1 hereof shall be
allocated as a forfeiture in accordance with Section 6.3 hereof.
ARTICLE EIGHT
AMENDMENT AND TERMINATION
8.1 The Company shall have the power at any time and from time to
time, to amend this Plan by resolution of its Board of Directors' provided,
however, that no amendment under any circumstances may be adopted the effect of
which would be to deprive any Participant of his or her then vested interest, if
any, in this Plan.
8.2 The Company reserves the right to terminate this Plan by
resolution of its Board of Directors. Upon termination of this Plan, the credits
in the Accounts of Employees shall become 100% vested and non-forfeitable.
Distribution of the balances in said Accounts shall be made in accordance with
Section 6.4 hereof upon the Employee's subsequent retirement or termination of
service. There shall be no increase in an Account balance of an Employee between
the date the Plan is terminated and the date the Account balance is distributed.
If an event described in Section 6.7(b) or (c) occurs, the Plan as it then
exists must be continued and contributions made for two years before it can be
terminated. Any unallocated balance carried
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<PAGE>
forward shall be similarly allocated prior to the expiration of this two-year
period. All Accounts shall be fully vested and distribution shall be made in
accordance with Section 6.4 hereof.
ARTICLE NINE
MISCELLANEOUS
9.1 No Employee or any other person shall have any interest in any
fund or reserve account or in any specific asset or assets of the Company or any
Employer by reason of any credit to his Account under this Plan, nor have the
right to receive any distribution under this Plan except as and to the extent
expressly provided for in the Plan.
9.2 Nothing in the Plan shall be construed to:
(a) give any Employee any right to participate in the Plan,
except in accordance with the provisions of the Plan;
(b) limit in any way the right of an Employer to terminate an
Employee's employment; or
(c) be evidence of any agreement or understanding, express or
implied, that an Employer will employ an Employee in any
particular position or at any particular rate of
remuneration.
9.3 No benefits under this Plan shall be pledged, assigned,
transferred, sold, or in any manner whatsoever anticipated, charged, or
encumbered by an Employee, former Employee, or their beneficiaries, or in any
manner be liable for the debts, contracts, obligations or engagements of any
person having a possible interest in the Plan, voluntary or involuntary, or for
any claims, legal or equitable, against any such person, including claims for
alimony or the support of any spouse.
9.4 This Plan shall be construed in accordance with the laws of the
State of Illinois in every respect including without limitation, validity in its
interpretation and performance.
9.5 Article headings and numbers herein are included for
convenience of reference only, and this Plan is to be construed without any
reference thereto. If there be any conflict between such numbers and headings
and the text hereof, the text shall control.
9.6 Wherever appropriate, words used in this Plan in the singular
include the plural, and the masculine include the feminine.
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IN WITNESS HEREOF, the Company has caused this Plan, as amended and
restated, to be signed by its duly qualified officers and caused its corporate
seal to be hereunto affixed on this 15th day of May, 1997.
OLD REPUBLIC INTERNATIONAL CORPORATION
By /s/ A.C. Zucaro
---------------------------------
President
Attest:
/s/ Spencer LeRoy III
- ---------------------------------
Secretary
14
Exhibit (10)(D)
AMENDED AND RESTATED
1992
OLD REPUBLIC INTERNATIONAL CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
AS OF DECEMBER 4, 1997
1. Purpose
The purpose of this Non-Qualified Stock Option Plan (the
"Plan") is to promote the interests of Old Republic International
Corporation, a Delaware corporation (the "Company"), and its
shareholders by providing key employees on whom rests the major
responsibility for the present and future success of the Company and
its subsidiaries with an opportunity to acquire a proprietary interest
in the Company and thereby develop a stronger incentive to put forth
maximum effort for the continued success and growth of the Company and
its subsidiaries. In addition, the opportunity to acquire a proprietary
interest in the Company will aid in attracting and retaining key
personnel of outstanding ability. Only designated salaried officers and
other designated salaried key employees of the Company and its
subsidiaries, who are in a position to affect materially the
profitability and growth of the Company, will be eligible to receive
options to purchase common stock under the Plan. Directors who are
designated salaried key employees within the meaning of the foregoing
are eligible to participate in the Plan. Except as otherwise provided,
for all purposes of the Plan the term "subsidiary" or "subsidiary
corporation" shall have the meaning ascribed in the Internal Revenue
Code of 1986. As used herein, the term optionee applies both to male
and female designated salaried officers or other designated salaried
key employees of the Company or of any subsidiary corporation eligible
under the Plan.
2. Administration.
The Compensation Committee of the Board of Directors of the
Company, which shall consist of three or more disinterested directors,
shall act as a committee to administer this Plan. As such a committee
the Compensation Committee shall be responsible for the interpretation
of the provisions of the Plan. Subject to the provisions of the Plan,
they may from time to time, and at its sole discretion, adopt such
rules and regulations for the administration of the Plan as they deem
appropriate. The Compensation Committee of the Board of Directors of
the Company shall have the authority to make awards subject to the
provisions of the Plan. In making such awards it shall:
(a) determine which individuals shall receive options;
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(b) determine the terms and conditions of the options including
terms of exercise, limitations on exercise, the price, and
payment terms;
(c) determine the number of options to be granted;
(d) determine the number of shares subject to each option;
(e) grant the options; and
(f) prescribe the form or forms of the instruments evidencing any
options granted under the Plan and of any other instruments
required under the Plan, and to change such forms from time to
time, as may be required or necessary.
Except with respect to awards made to executive officers or directors
of the Company, before making awards, the Compensation Committee may consult
with the Office of the Chief Executive Officer (OCEO) and may seek the OCEO's
recommendations and advice. The OCEO is comprised of the Chairman of the Board
of the Company and the President and Chief Executive Officer of the Company.
The OCEO will have the responsibility for maintaining the records
concerning options granted to optionees, including the records concerning
exercises, lapses or forfeitures of options held by optionees.
3. Shares Subject to the Plan.
The shares that may be made subject to options granted under
the Plan shall be shares of Common Stock of the Company, $1.00 par
value ("Common Stock"). The aggregate number of shares subject to
options and issued pursuant to this Plan shall not exceed at five
percent (5%) of the Common Stock of the Company issued and outstanding
(excluding Common Stock held by the Company and any of its
subsidiaries) at December 31 of the preceding year ("maximum Number").
However, in no event shall the aggregate number of shares subject to
outstanding options pursuant to this Plan and all other stock option
plans sponsored by the Company exceed the Maximum Number. If any option
lapses or terminates for any reason before being completely exercised,
the shares covered by the unexercised portion of such option shall
again be available for the granting of options and said shares may be
used to grant new options under the Plan subject to the aforementioned
maximum number of shares. Appropriate adjustments in the number of
shares and in the option price per share will be made to give effect to
adjustments made in the number of outstanding shares of Common Stock
through recapitalization, reclassification, stock dividend, stock split
or other similar relevant changes. Shares issued upon exercise of
options granted under the Plan may be shares held by the Company as
treasury shares or authorized but previously unissued shares.
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<PAGE>
Although the shares subject to option shall be Common Stock as
described above, the optionee shall have a right of election to receive
Series G Cumulative Convertible Preferred Stock as set forth in
paragraph 4 hereof.
4. Election to Receive Series G Preferred Stock
In lieu of exercising a right to receive Common Stock under
this Plan, an optionee may elect to receive the same number of shares
of Series G Convertible Preferred Stock ("Series G Preferred Stock") at
the same price and under the same terms and conditions as if the
optionee had elected Common Stock. Notice of an election to receive
Series G Preferred Stock shall be made in writing and delivered as part
of the written notice of exercise required by Paragraph 9 of this Plan.
Any optionee electing to exercise vested options for Series G
Preferred Stock may do so only on March 1st or September 1st of each
year. Written notice of the election and exercise of options under this
paragraph must be received by these dates.
5. Eligibility.
The individuals who shall be eligible to participate in the
Plan shall be such designated salaried officers or other designated
salaried key employees described in Paragraph 1 hereof of the Company,
or of any subsidiary corporation, as the Compensation Committee shall
determine from time to time.
6. Granting of Options.
Subject to the terms and conditions of the Plan, the
Compensation Committee, may from time to time prior to May 31, 2002,
grant to such eligible employees options to purchase such number of
shares of Common Stock under such terms and conditions as the
Compensation Committee may determine. More than one option may be
granted to the same employee. The day on which the Compensation
Committee approves the granting of an option shall be considered as the
date on which such option is granted.
7. Option Price.
The purchase price per share of Common Stock subject to an
option shall be fixed by the Compensation Committee but shall not be
less than 100% of the fair market value per share of Common Stock on
the date the option is granted. For the purposes of this Plan, the fair
market value of the Common Stock shall be determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such an
exchange, fair market value shall be the mean of the high and
low sale price of the Common Stock on such exchange on the
date in question, or if no sales have been made on such day,
the last reported
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sale price of the Common Stock on such exchange on the last
previous trading date; or
(b) If the Common Stock is not listed or admitted to unlisted
trading privileges, fair market value shall be the mean of the
last reported bid and asked prices of the Common Stock as
reported by the National Quotation Bureau, Inc. on the date in
question; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not reported,
fair market value shall be an amount, not less than book
value, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
8. Term of Options.
The term of each option shall not exceed ten years from the
date of grant. Except as provided in Paragraph 12 hereof, no option may
be exercised at any time unless the holder thereof is then an employee
of the Company or of a subsidiary. An employee shall have none of the
rights of a shareholder with respect to any of the shares subject to
option until such shares shall be issued to the optionee upon the
exercise of said option.
9. Method of Exercising Options.
Any option granted hereunder may be exercised by the optionee
by delivering to the Company at its main office (attention of the OCEO)
written notice of the number of shares with respect to which the option
rights are being exercised. Payment in full of the purchase price plus
the amount required to be withheld by the then current Internal Revenue
Regulations will be required before the issuance and delivery of
certificates.
10. Amount Exercisable.
Each option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to the
following percentage limitations and any limitations with respect to
the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Compensation
Committee in its discretion may specify upon granting the option.
Options may be exercised as follows:
(a) If the price per share of Common Stock does not reach the
Vesting Acceleration Price, to the extent of 10% of the number
of shares covered thereby on and after the date of grant; and
to the extent of an additional 10% on each January 1st
thereafter until fully vested;
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(b) If the price per share of Common Stock reaches the Vesting
Acceleration Price, to the extent of 10% of the number of
shares covered by the option for each year that the optionee
has been employed by the Company or any subsidiary; and
(c) If the price per share of Common Stock does not reach the
Vesting Acceleration Price and the optionee dies while in the
employ of the Company or any subsidiary or is retired in good
standing from the employ of the Company or any subsidiary
after attaining age 60 or as a result of disability under the
then established rules of the Company or the subsidiary, to
the extent of 10% of the number of shares covered by the
option for each year that the optionee was employed by the
Company or any subsidiary.
For purposes of this Paragraph 10, items (a), (b) and (c), the price
per share of Common Stock shall be the New York Stock Exchange Composite
Transactions closing price as published in The Wall Street Journal. Vesting
Acceleration Price shall be a price established by the Compensation Committee at
the time of grant. The Vesting Acceleration Price shall be the higher of 150% of
the book value per common share as of the most recent year end, or 150% of the
market value at date of grant. Years of employment shall be measured from the
date an employee was first employed by the Company or any subsidiary and shall
include periods of employment prior to the time when the subsidiary or division
of the Company was acquired by the Company. The right to purchase shall be
cumulative and may be exercised as to any shares not previously purchased during
the remainder of the term of the option.
11. Transferability of Options.
Options shall not be transferable by the optionee otherwise
than by will or under the laws of descent and distribution, and shall
be exercisable, during the optionee's lifetime, only by the optionee.
12. Termination of Options Upon Severance of Employment.
Except as may be otherwise expressly provided herein, options
shall terminate immediately upon severance of the employment
relationship between the Company and its subsidiaries and the optionee
for any reason, for or without cause, other than death or retirement in
good standing from the employ of Company or its subsidiaries for
reasons of age or disability under the then established rules of the
Company or the subsidiary. Whether authorized leave of absence, or
absence on military or government service, shall constitute severance
of the employment relationship between the Company and the subsidiary
and the optionee shall be determined by the Compensation Committee at
the time thereof.
(a) Death. In the event of the death of the holder of an
option while in the employ of the Company or any
subsidiary and before the date of expiration of such
option, such option shall terminate on the earlier of
such date of expiration or two years following the
date of such death.
5
<PAGE>
After the death of the optionee, the optionee's
executors, administrators, or any person or persons
to whom the optionee's option may be transferred by
will or by the laws of descent and distribution shall
have the right, at any time prior to such
termination, to exercise the option, in whole or in
part.
(b) Retirement. If, before the date of expiration of
the option, the optionee shall be retired in good
standing from the employ of the Company or any sub-
sidiary for reasons of age or disability under the
then established rules of the Company or the sub-
sidiary, the option shall terminate on the earlier
of the date of expiration or two years after the date
of such retirement. In the event of such retirement,
the option shall be exercisable prior to the termin-
ation of such option to the extent to which the
optionee was entitled to exercise such option immedi-
ately prior to such retirement unless the provisions
of Paragraph 10(c) concerning accelerated vesting
apply. An employment relationship between the Company
and the optionee shall be deemed to exist during any
period in which the optionee is employed by the
Company or any subsidiary. If the optionee dies after
retirement but prior to the expiration date of the
optionee's options, the option period shall not be
extended but shall terminate on the earlier of the
date of expiration or two years after the date of
retirement.
13. Requirements of Law.
The Company shall not be required to sell or issue any shares
under any option if the issuance of such shares shall constitute a
violation by the optionee or the Company of any provisions of any law
or regulation of any governmental authority. In addition, in connection
with the Securities Act of 1933 (as now in effect or hereafter
amended), upon exercise of any option, the Company shall not be
required to issue such shares unless the Compensation Committee has
received evidence satisfactory to it to the effect that the holder of
such option will not transfer such shares except pursuant to a
registration statement in effect under said Act or unless an opinion of
counsel to the Company has been received by the Company to the effect
that such registration is not required. Any determination in this
connection by the Compensation Committee shall be final, binding and
conclusive. At the request of the Company to enable it to comply with
said Act, the person exercising the option shall also represent in
writing that the shares acquired upon exercise of the option are being
acquired for the optionee's own account for investment and not with a
view to resale. In the event the shares issuable on exercise of an
option are not registered under the Securities Act of 1933, the Company
may imprint the following legend or any other legend which counsel for
the Company considers necessary or advisable to comply with the
Securities Act of 1933:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws
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<PAGE>
of any State and may not be sold or transferred except upon
such registration or upon receipt by the Company of an opinion
of counsel satisfactory to the Company, in form and substance
satisfactory to the Company, that registration is not required
for such sale or transfer."
The Company may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act
of 1933 (as now in effect or as hereafter amended); and in the event
any shares are so registered the Company may remove any legend on
certificates representing such shares. The Company shall make
reasonable efforts to cause the exercise of an option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
14. No Rights as Shareholder.
No optionee shall have rights as a shareholder with respect to
shares covered by the optionee's option until the date of issuance of a
stock certificate for such shares; and, except as otherwise provided in
Paragraph 3 hereof, no adjustment for dividends, or otherwise, shall be
made if the record date thereof is prior to the date of issuance of
such certificate.
15. Employment Obligation.
The granting of any option shall not impose upon the Company
any obligation to employ or continue to employ any optionee; and the
right of the Company to terminate the employment of any officer or
other employee shall not be diminished or affected by reason of the
fact that an option has been granted to the optionee.
16. Written Agreement.
Each option granted hereunder shall be embodied in a written
option agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the optionee and by a member of
the OCEO for and in the name and on behalf of the Company. Such an
option agreement shall contain such other provisions as the
Compensation Committee in their discretion shall deem advisable.
17. Shareholder Approval and Termination.
This Plan shall be effective on the date it is approved by the
affirmative vote of the holders of a majority of the Company's
securities entitled to vote at a meeting duly held in accordance with
the applicable laws of Delaware. It shall terminate on May 31, 2002
provided, however, that the Board of Directors of the Company may at
any time amend, suspend or terminate the Plan. No termination or
amendment of the Plan may, without the consent of the individual to
whom any option shall have been theretofore granted, adversely affect
the rights of such individual under such option.
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IN WITNESS WHEREOF, the Company has caused its President to
execute this Amended and Restated Plan this 4th day of December, 1997.
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ A.C. Zucaro
--------------------------------------
A. C. Zucaro, President
ATTEST:
/s/ Spencer LeRoy III
- -------------------------------------
8
Exhibit (10)(E)
OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED
EXECUTIVES EXCESS BENEFITS PENSION PLAN
ARTICLE ONE
PURPOSE AND EFFECTIVE DATE
1.1 The purpose of this Executive Excess Benefits Pension Plan is to
provide key executives with retirement benefits commensurate with their current
compensation unaffected by limitations imposed by the Internal Revenue Code on
qualified retirement plans.
1.2 This Amended and Restated Plan is effective as of May 1, 1997.
ARTICLE TWO
DEFINITIONS
2.1 "Plan" shall mean this Old Republic International Corporation
Amended and Restated Executives Excess Benefits Pension Plan.
2.2 "Company" shall mean Old Republic International Corporation, a
corporation organized under the laws of the State of Delaware.
2.3 "Pension Plan" shall mean the Old Republic International Salaried
Employees Restated Retirement Plan as amended from time to time.
2.4 "Employer" shall mean the Company and each other subsidiary of the
Company which is a "Participating Employer" under the Pension Plan.
2.5 "Committee" shall mean the Pension Committee of the Board of
Directors of the Company.
2.6 "Employee" shall mean any person who is employed by an Employer.
2.7 "Eligible Employee" shall mean any Employee selected by the
Committee to participate in this Plan pursuant to Article Four hereof.
2.8 "Limiting Provision" shall mean a limitation imposed by sections
401(a)(17) or 415 of the Internal Revenue Code of 1986 or any other provision of
the Internal Revenue Code that limits the amount of benefits payable to an
individual participant in the Pension Plan.
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2.9 "Change of Control" shall have the same meaning hereunder as it has
under the Old Republic International Corporation Key Employee Performance
Recognition Plan.
ARTICLE THREE
ADMINISTRATION
3.1 The Plan shall be administered by the Pension Committee of the
Board of Directors of the Company (hereinafter the "Committee") which shall be
appointed by the Board of Directors of the Company from its own members. The
membership of the Committee may be reduced, changed, or increased from time to
time in the absolute discretion of the Board of Directors of the Company.
3.2 The Committee shall have the authority to interpret the Plan, to
establish and revise rules and regulations relating to the Plan, to designate
Eligible Employees and to make the determinations which it believes necessary or
advisable for the administration of the Plan.
ARTICLE FOUR
ELIGIBILITY
4.1 The Committee shall select the Employee or Employees who shall
participate in this Plan. The selection of Employees shall originate within the
Committee and, except as herein otherwise provided, all such selections shall be
at the sole discretion of the Committee. The Committee shall select only those
Employees who are currently "Participants" in the Pension Plan (as defined
therein), for whom the benefits which would be payable under the Pension Plan
are limited by one or more Limiting Provisions, and who meet the following
additional criteria at the time of selection by the Committee:
(a) The Employee must have attained age fifty and have been a full
time Employee of the Company, and/or a Participating Employer
and/or a subsidiary of the Company for at least fifteen years
of continuous service; and
(b) In the case of an Employee of a Participating Employer other
than the Company, the Participating Employer or subsidiary
must have been a wholly-owned subsidiary of the Company for at
least ten years.
Following action by the Committee, in the case of an Employee of a Participating
Employer, the Employee's selection must then be ratified by a majority of the
entire board of directors of the Participating Employer or, if more than one
Participating Employer, the one constituting the Employee's principal employer.
No such ratification shall be required in the case of any selected Employee who
is principally or entirely an employee of the Company.
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4.2 Once an Employee is designated as an Eligible Employee to
participate in this Plan, he shall remain an Eligible Employee, absent any
separation from service which occurs prior to attaining age fifty-five. An
Eligible Employee shall cease to be eligible and shall forfeit all rights to a
benefit payable hereunder as a result of any termination of services as a full
time Employee prior to attaining age fifty-five, other than by reason of
disability or death.
4.3 As a condition to continued eligibility and the receipt of a
benefit hereunder, an Eligible Employee shall not for a period of three years
after his termination of employment with an Employer, either as an individual on
his own account, as a partner, joint venturer, employee, agent, salesman for any
person, as an officer, director or stockholder (other than a beneficial holder
of not more than one percent of the outstanding voting stock of a company having
at least five hundred holders of voting stock) of a corporation, or otherwise,
directly or indirectly,
(i) enter into or engage in any business competitive with that carried
on by the Company or his Participating Employer or subsidiary of the
Company within any area of the United States in which the Company or
the Participating Employer or the subsidiary is then doing business; or
(ii) solicit or attempt to solicit any of the Participating Employer's,
subsidiary, or the Company's customers with whom the Employee has had
contact as an Employee in the exercise of his duties and
responsibilities with the intent or purpose to perform for such
customer the same or similar services or to sell to such customer the
same or similar products or policies which the Employee performed for
or sold to such customer during the term of his employment.
If the Committee determines that an Eligible Employee has violated either of the
foregoing covenants, the Committee may, by written notice to such Employee,
cause his benefit to be immediately suspended for the duration of such
continuing violation or if payment of a benefit has not yet commenced, notify
the Employee that such continued conduct will cause a forfeiture of such
benefit. If after the sending of such notice the Committee finds that the
Employee has violated either or both of the foregoing covenants for a period of
thirty days following such notice, the Committee may permanently cancel the
Employee's benefit hereunder, and thereupon all rights of such Employee under
this Plan shall terminate. The foregoing forfeiture provisions shall be
inoperative in the event a Change of Control occurs.
ARTICLE FIVE
BENEFITS
5.1 The benefit payable hereunder to an Eligible Employee shall be the
difference between (a) the normal, early, postponed, deferred vested or
disability benefit that would be payable under the Pension Plan in a single life
annuity not taking into consideration the limitations imposed by Limiting
Provisions and (b) the actual normal, early, postponed, deferred vested or
disability benefit payable to the Eligible Employee under the Pension Plan in a
single life annuity. For the purposes hereof, the benefit calculations referred
to in items (a) and (b) above shall be made in
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accordance with the terms and conditions of the Pension Plan in effect as of the
date the Employee is to begin receiving benefits. Once made, the calculation of
benefits payable hereunder shall not be changed or affected in any manner by any
subsequent amendment or termination of the Pension Plan, even if retroactive in
effect.
5.2 An Eligible Employee shall begin to receive his benefit under this
Plan when he begins to receive his benefit under the Pension Plan, except that
benefits hereunder shall in all cases be paid on the first regular business day
of the calendar year quarters beginning in January, April, July and October,
respectively.
5.3 The benefit payable to an Eligible Employee under this Plan shall
be paid in the same form as the benefit payable from the Pension Plan. If the
Eligible Employee has selected an optional form of benefit under the Pension
Plan, the benefit payable under this Plan shall be calculated by using the same
actuarial methods and factors that are applied to calculate his optional benefit
under the Pension Plan.
5.4 If an Eligible Employee dies before beginning to receive a benefit
hereunder and the Eligible Employee is survived by a spouse entitled to receive
a spouse's annuity under the Pension Plan, the spouse shall be paid a survivor's
benefit under this Plan equal to 50% of the difference between (a) the Eligible
Employee's accrued benefit under the Pension Plan if the Limiting Provisions
were not taken into account and (b) the accrued benefit under the Pension Plan
which was used in calculating the spouse's benefit under Paragraph 6.02 of the
Pension Plan. The survivor's benefit shall be payable at the same time and in
the same manner as the spouse's benefit under the Pension Plan, except that such
benefit payments shall continue for at least twenty quarters. If the surviving
spouse dies before a total of twenty quarterly benefit payments have been made,
the remainder of the twenty payments under the survivor's benefit shall be made
to the Eligible Employee's designated beneficiary, if any, otherwise to his
estate. Such remainder shall be calculated in the same manner as provided above
for a survivor's benefit. If there is no surviving eligible spouse at the date
of the Employee's death, a survivor's benefit shall nevertheless be calculated
as if there was a surviving eligible spouse and shall be payable in twenty
quarterly payments to the Employee's designated beneficiary, if any, otherwise
to the estate.
5.5 If an Eligible Employee dies after his benefit hereunder has
commenced, the payment of the survivor's benefit will be governed by the form of
benefit which the Eligible Employee was receiving at the time of his death,
except that if the form of benefit elected under the Pension Plan and the date
of the Eligible Employee's death would result in the Employee and his surviving
eligible spouse, if any, receiving less than twenty total quarterly benefit
payments hereunder, benefit payments hereunder shall continue until a total of
twenty quarterly payments have been made. If there is no surviving eligible
spouse upon the Employee's death, then the balance of the twenty total quarterly
benefit payments shall be paid to the Employee's designated beneficiary, if any,
otherwise to his estate.
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ARTICLE SIX
IRREVOCABLE TRUST
The Company shall establish an irrevocable grantor trust substantially in the
form attached hereto and marked as Appendix A in order to provide itself with a
source of funds to assist it in meeting its liabilities hereunder.
Notwithstanding such trust, this Plan shall remain an unfunded plan maintained
for the purpose of providing deferred compensation for a select group of
management or highly compensated Employees. Upon establishing such trust, the
Company shall deposit in it funds in an amount equal to the Company's current
accrued deferred compensation liabilities under the Plan. Such funds shall be in
the form of cash or securities. Any securities shall be valued for such purpose
at their current market value and shall not include any securities issued by the
Company or any Participating Employer. Each year thereafter, the Company shall
separately calculate or cause to be calculated the current accrued deferred
compensation liabilities with respect to each Eligible Employee participating in
the Plan. The difference between such liabilities and the value of the assets on
deposit in the Trust with respect to each Eligible Employee, taking into account
any benefit payments anticipated during the year, as well as an assumed rate of
return or interest on the investment of such sums, shall be the indicated
additional funding required. The Company shall provide the Employer of each
Eligible Employee with a copy of such calculation, and the Employer shall be
responsible for the indicated additional funding. In the event the currently
available funds exceed accrued liabilities, taking into account the anticipated
payouts and investment earnings, such excess shall be carried forward as a
credit with respect to the succeeding year's calculation. As benefits become
due, the Company shall instruct the trustee and the trustee shall make payments
directly to each Eligible Employee or other intended recipient thereof. Any
balance remaining upon termination of this Plan shall be returned by the trustee
to the Company.
ARTICLE SEVEN
AMENDMENT AND TERMINATION
7.1 The Company shall have the power at any time and from time to time,
to amend this Plan by resolution of its Board of Directors provided, however,
that no amendment shall be adopted the effect of which would be to deprive any
Eligible Employee of the benefit that is accrued under this Plan. The accrued
benefit under this Plan is a benefit equal to the difference between (a) the
accrued benefit under the Pension Plan if the Limiting Provisions were not taken
into account and (b) the accrued benefit under the Pension Plan.
7.2 The Company reserves the right to terminate this Plan by resolution
of its Board of Directors. Upon termination of this Plan Eligible Employees
shall be fully vested in their accrued benefits. The accrued benefit of an
Eligible Employee shall be payable at the same time and in the same manner as
his accrued benefit under the Pension Plan.
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ARTICLE EIGHT
MISCELLANEOUS
8.1 This Plan shall be an unfunded deferred compensation plan. The
Company and each Participating Employer shall set up reserves on their books of
account evidencing the liability under this Plan.
8.2 Nothing in the Plan shall be construed to:
(a) give any Employee any right to participate in the Plan except
in accordance with the provisions of the Plan;
(b) limit in any way the right of an Employer to terminate an
Employee's employment; or
(c) be evidence of any agreement, understanding or commitment,
express or implied, that an Employer will continue to employ
an Eligible Employee or will employ an Eligible Employee in
any particular position or at any particular rate of
remuneration.
8.3 No benefits under this Plan shall be pledged, assigned,
transferred, sold, or in any manner whatsoever anticipated, charged, or
encumbered by an Eligible Employee, former Eligible Employee, or their
beneficiaries, or in any manner be liable for the debts, contracts, obligations
or engagements of any person having a possible interest in the Plan, voluntary
or involuntary, or for any claims, legal or equitable, against any such person,
including claims for alimony or the support of any spouse.
8.4 This Plan shall be construed in accordance with the laws of the
State of Illinois in every respect, including without limitation, validity,
interpretation and performance.
8.5 Article headings herein are included for conveninece of reference
only, and this Plan is to be construed without any reference thereto. Should
there be any conflict between such headings and the text hereof, the text shall
control.
8.6 Wherever appropriate, words used in this Plan in the singular
include the plural, and the masculine include the feminine.
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IN WITNESS HEREOF, the Company has caused this Amended and Restated
Plan to be signed by its duly qualified officers and caused its corporate seal
to be hereunto affixed on this 27th day of February, 1997.
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ A.C. Zucaro
----------------------------------
President
Attest:
/s/ Spencer LeRoy III
- ---------------------------------
Secretary
7
Exhibit (10)(H)
KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN
BITCO CORPORATION
Bituminous Casualty Corporation
Bituminous Fire & Marine Insurance Company
January 1996
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KEY EMPLOYEES PERFORMANCE RECOGNITION PLAN
- -------------------------------------------------------------------------------
ARTICLE ONE
PURPOSE AND EFFECTIVE DATE
1.1 The purpose of this Plan is to further the long term growth in earnings
of Bitco Corporation by offering long term incentives in addition to
current compensation to those officers and key employees of Bituminous
Casualty Corporation who have been or are expected to be largely
responsible for such growth.
1.2 This Plan is effective as of January 1, 1995.
ARTICLE TWO
2.1 "Plan" shall mean this Key Employees Performance Recognition Plan.
2.2 "Company" shall mean Bitco Corporation.
2.3 "Employer" shall mean the Company and each other corporation or
organization which is wholly or partially owned by the Company, either
directly or indirectly, and is designated by the Committee as an
Employer under this Plan. As of the effective date of this Plan the
Employer is Bituminous Casualty Corporation.
2.4 "Chief Executive Officer or CEO" shall mean the chief executive officer
of the Company.
2.5 "CEO, ORI" shall mean the chief executive officer of Old Republic
International Corporation.
2.6 "Committee" shall mean the Management Development & Compensation
Committee of the Board of Directors of the Company.
2.7 "Employee" shall mean any person who is employed by the Employer on a
full-time basis and who is compensated for such employment by a regular
salary. "Employee" shall include officers of the Employer but shall not
include directors who are not otherwise officers or employees.
2.8 "Eligible Employee" shall mean an Employee who pursuant to Section 5.1
hereof has been selected to share in the allocation of the Performance
Recognition Pool for any given year.
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2.9 "Year of Service" shall mean each year of continuous employment with
the Employer after first being designated as an Eligible Employee
pursuant to Section 5.1 hereof.
2.10 "Account" shall mean with respect to any Employee, the record of:
(a) credits, payments or forfeitures, if any, transferred to the
Plan from the Old Republic International Corporation Key
Employees Performance Recognition Plan prior to
1/1/95.
(b) credits in connection with the allocations, if any, credited
to such account pursuant to Article Five of the Plan;
(c) Payments to him under the Plan pursuant to Article Six of the
Plan, and
(d) forfeitures, if any, pursuant to Article Seven of the Plan.
2.11 "Calculation Year" shall mean the Company's fiscal year immediately
preceding the year for which the Performance Recognition Pool is being
calculated.
If there is an operating loss in the year prior to the Calculation
Year, the "prior year" to be used in the following definitions and for
Section 4.1 calculations is the first year prior to the Calculation
Year in which there was an operating profit.
2.12 "Minimum Return on Equity" shall mean a percentage applied to the
Company's average shareholders' equity (i.e., mean of beginning and
ending balances, adjusted for unrealized investment gains or losses net
of applicable income taxes, if any) for the calculation year. The
percentage shall be that percentage, obtained from public information,
equal to two times the mean of the five year average post-tax yield on
10 year and 30 year U.S. Treasury Securities. The Committee shall
annually compute and announce this value as it pertains to a
calculation year.
2.13 "Excess Return on Equity" shall mean the Calculation Year's
consolidated net operating income in excess of the Minimum Return on
Equity all calculated in accordance with generally accepted accounting
principles (GAAP). Net operating income shall exclude realized gains or
losses on sales of investment securities (irrespective of the treatment
of such amounts under GAAP) and extraordinary credits or charges.
2.14 "Minimum Annual Income" shall mean 112% of the prior year's
Consolidated Net Operating Income adjusted for dividend requirements on
preferred stock issued and outstanding during each year.
2.15 "Excess Earnings Growth" shall mean the Calculation Year's Consolidated
Net Operating Income adjusted for dividend requirements on preferred
stock issued and outstanding during such year in excess of the Minimum
Annual Income.
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2.16 "Base Salary" shall mean the Employee's annualized basic monthly salary
rate in effect at the end of the Calculation Year.
2.17 "Consolidated Net Operating Income" shall mean the Company's income
determined in accordance with generally accepted accounting principles
and adjusted for the payment of income taxes and for the income of
subsidiaries and affiliates carried on an equity basis. Net operating
income shall exclude realized gains or losses on sales of investment
securities (irrespective of the treatment of such amounts under GAAP)
and extraordinary credits or charges.
2.18 If in any Calculation Year the Company acquires any other business
accounted for as a purchase whose earnings contribute 5% or more to
such Year's consolidated net operating income, the earnings of the
acquired Company for the year of acquisition and the next succeeding
year shall be eliminated (together with related purchase accounting
adjustments) in order to calculate the performance data described in
Sections 2.12 through 2.24 herein. No elimination from any year shall
be made when the acquired company has been owned by the Company for two
consecutive calendar years. Net operating income shall exclude realized
gains or losses on sales of investment securities (irrespective of the
treatment of such amounts under GAAP) and extraordinary credits or
charges.
2.19 "Earnings Per Share" shall mean earnings per share calculated in
accordance with AICPA Accounting Principles Board Opinion No. 15.
2.20 "Performance Multiplier" shall mean the number of percentage points by
which the Earnings Per Share for the Calculation Year exceeds 112% of
the Earnings Per Share for the prior year.
2.21 "Profit Sharing Base" shall mean the sum of:
(a) Earnings Growth multiplied by the Earnings Per Share Multiplier;
(b) 5% of Excess Return on Equity; and
(c) one and one-half percent (1-1/2%) of Eligible Employees' Base
Salaries.
2.22 All awards that may be granted to an eligible employee in any one
calendar year pursuant to Section 5.2 (a), 5.2 (b), 5.2 (c) and 5.2 (d)
herein, shall be paid in cash to the extent of 50% thereof; the
remaining 50% shall be credited to his account and become vested in
accordance with the vesting schedule set forth in Section 6.3 (b)
herein.
2.23 "Earnings Per Share Multiplier" shall mean a percentage of the increase
in the Earnings Per Share in the Calculation Year over the preceding
year as set forth in the following schedule:
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Percentage Increase Earnings
In Earnings Per Share Per Share Multiplier
--------------------- --------------------
0 to 6.00% 0%
6.01 to 10.00% 10%
10.01 to 15.00% 20%
15.01 to 20.00% 30%
Over 20.00% 40%
2.24 "Earnings Growth" shall mean the Calculation Year's Consolidated Net
Operating Income adjusted for dividend requirements on preferred stock
issued and outstanding during such year in excess of the prior year's
Consolidated Net Operating Income.
ARTICLE THREE
ADMINISTRATION
3.1 The Plan shall be administered by the Committee which shall be
appointed by the Board of Directors of the Company from its own
members, the CEO of the Company and the CEO, ORI.
3.2 Authority to interpret the Plan, to establish and revise rules and
regulations relating to the Plan, and to make the determinations which
it believes necessary or advisable for the administration of the Plan
shall reside with the CEO, ORI.
ARTICLE FOUR
CALCULATION OF THE PERFORMANCE RECOGNITION POOL
4.1 Prior to each May 31, the Company shall calculate the amount of the
provisional amount of the Performance Recognition Pool for that year
and submit that calculation to the CEO, ORI, for review and approval.
The Performance Recognition Pool for any one year shall be equal to the
lesser of:
(a) the Profit Sharing Base for the Calculation Year; or
(b) a percentage of the Eligible Employees' Base Salaries, ranging
from 25% to 45%, inclusive, determined on the basis of the
following scale:
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Percent by Which Current Year's
Return on Equity Exceeds ROE
Target for the Year Salary Cap Spread
------------------------------- -----------------
0-10% 25%
25%-27.5%
10-20 + 0.25 point for each 1%
27.5%-30.5%
20-30 + 0.30 point for each 1%
30.5%-34%
30-40 + 0.35 point for each 1%
34%-38%
40-50 + 0.40 point for each 1%
38%-43%
50-60 + 0.50 point for each 1%
60% and Above: Uniform
60-70 45% Cap
70-100
100-130
130-160
160-190
Over 190%
4.2 Notwithstanding any provisions herein to the contrary, the Performance
Recognition Pool shall be zero for any year if the Company incurred a
net operating loss or a net loss in the Calculation Year.
ARTICLE FIVE
ALLOCATION OF THE PERFORMANCE RECOGNITION POOL
5.1 Prior to March 31 each year the CEO of the Company shall, in
consultation with the Committee, designate the Employees employed by
the Employer during any part of such Year who will be eligible to share
in the Performance Recognition Pool for that Year.
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5.2 Prior to June 1 each year, the Committee shall recommend to the CEO,
ORI, allocations of any pool, such recommendations to have considered
the recommendations to the Committee from the CEO of the Company. In
designating Eligible Employees and allocating the Performance
Recognition Pool among the Accounts of the Eligible Employees for any
Year pursuant to this Article, the Committee shall consider the
positions and responsibilities of Employees, their accomplishments
during the year, the value of such accomplishments to the Company, the
CEO's expectations as to the future contributions of individual
Employees to the continued success of the Company and such other
factors as the Committee shall, in their discretion and judgment, deem
appropriate.
(a) First, amounts shall be allocated among and credited to all or
such Accounts, as the Committee in their discretion and
judgment deem appropriate, of those Employees who have
Accounts in the Plan on the allocation date and are eligible
and actively employed by the Employer during that year. The
amount credited to each such Account shall equal the balance
in each such Account at the beginning of the Year multiplied
by the Performance Multiplier. In no event, however, shall
the aggregate amount so credited exceed the lesser of 15% of
the aggregate Account balances on the allocation date or 20%
of the Performance Recognition Pool for that year.
(b) Of the remaining portion, if any, of the Performance Recogni-
tion Pool, the CEO, ORI, may, in its discretion, reserve up to
50% of any one year's Pool which will not be allocated
currently. The CEO, ORI, may carry forward the unallocated
portion of the Performance Recognition Pool and allocate all
or a portion of it pursuant to this subparagraph (b) during
one or more of the next succeeding three years; provided
however that the total amount of any one year's carry forward
must be allocated by the end of the third year. The CEO shall
participate in any future allocation of such carry forwards as
may be approved by the Committee.
(c) Then, the Committee shall allocate for the account of the CEO
of the Company such individual award, if any, as the CEO, ORI,
shall determine.
(d) Finally, the Committee shall submit its recommendations to the
CEO, ORI, for the allocation of the available balance, if any,
of the current Pool to Eligible Employees.
ARTICLE SIX
DISTRIBUTIONS
6.1 The entire amount of the credit in the Account of a deceased Eligible
Employee or an Eligible Employee who attains age 55 or actually retires
for disability prior thereto, shall be paid to the person or persons
entitled thereto at the time and in the manner provided in Sections
6.4, 6.5, 6.6, and 6.8 thereof.
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6.2 An eligible employee will automatically withdraw and receive in cash
50% of any award granted to him or her in 1995 and subsequent years
pursuant to Section 5.2 (a), 5.2 (b), 5.2 (c) and 5.2 (d). An Eligible
Employee shall also automatically withdraw and receive in cash 50% of
any Performance Multiplier granted to him or her in 1995 and subsequent
years pursuant to Section 5.2(a). The remaining 50% of each such award
and each such Performance Multiplier shall be credited to his or her
Account as of such year and shall become vested in accordance with the
vesting schedule set forth in Section 6.3(b). The amounts so withdrawn
each year shall be paid to the Eligible Employees within ninety (90)
days of the date the CEO, ORI, approves the recommendations of the
Committee to make such awards or determine such Performance
Multipliers.
6.3 A portion of the amount of the credit in the Account of an Eligible
Employee as of the date he terminates his service for any reason other
than his death or retirement for age or disability shall be paid to the
person or persons entitled thereto at the times in the manner provided
by Section 6.5 hereof. The amount to be paid shall be known as a
"vested interest," and shall be equal to the following percentage of
the balance of his credit in his Account:
Completed Years To Be Paid
of Service in the Plan (Vested Interest)
---------------------- -----------------
Less than One 0%
One 10%
Two 20%
Three 30%
Four 40%
Five 50%
Six 60%
Seven 70%
Eight 80%
Nine 90%
Ten 100%
Any amount not vested in an Employee shall be forfeited. Forfeitures
created during any year shall be allocated at the end of said year to
Employees actively employed by the Employer on December 31 of that year
in the ratio that the Account balance of each such Employee on January
1 of that year bears to the total Account balance of all such
Employees.
6.4 Amounts payable to an Eligible Employee who retires for age, after
attaining 55, shall be paid to the Employee in substantially equal
quarterly installments over a number of years (not to exceed 20 years)
selected by the Company, in its sole discretion, beginning on the first
day of the calendar quarter following the later of the Employee's
attaining age 55 or his termination of employment. In determining the
number of installments the Company may consult with the Eligible
Employee and may also consider as a guideline that the retirement
programs sponsored by the Employer hereunder should equal approximately
80% of the Eligible Employee's average compensation over his last three
years of employment.
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6.5 If an Employee's employment with the Employer is terminated for reasons
other than death, disability, or retirement after attaining age 55, his
vested Account balance shall be paid to him in substantially equal
quarterly installments over a number of years (not to exceed 20 years)
selected by the Company beginning on the first day of the calendar
quarter following the later of (a) his attaining age 55 or (b) the 12th
month after his termination of employment.
6.6 If an employee becomes disabled while employed by the Employer but
prior to receiving his Account, his Account balance shall be paid to
him in 40 substantially equal quarterly installments beginning on the
first day of the calendar quarter following the month during which he
becomes disabled. For purposes of this Article an Employee shall be
deemed to be disabled if he is totally and permanently disabled within
the meaning of his Employer's group employee disability policy or
eligible for disability benefits under the Social Security Act.
6.7 If an Employee is eligible for no other benefits under this Plan, his
Account balance shall become nonforfeitable and be paid to him in a
lump sum on the first day of the calendar quarter following the date on
which occurs any of the following events:
(a) a dissolution or liquidation of the Company;
(b) the merger or consolidation of the Company with another
corporation in which the Company is not the surviving
corporation; or
(c) the change in any one year of more than 50% of the members of
the Board of Directors of the Company if one or more of the
new directors were not nominated by the Board of Directors of
the Company.
If there is a carry forward balance not allocated pursuant to Section
5.2 (b) when an event described in (a), (b) or (c) above occurs, such
carry forward balance shall be immediately allocated among the Accounts
of all Employees in the ratio that each such Employee's Account balance
bears to the total of all such Account balances. Said additional
amounts shall be 100% vested and paid in accordance with the provisions
of this Article. Any subsequent contributions allocated to an
Employee's Account during the two years following the occurrence of an
event described in paragraphs (b) or (c) of this Section because the
Plan is continued in accordance with Section 8.2 hereof shall be
non-forfeitable and shall be distributed immediately after such
allocation.
6.8 An Employee may designate in writing, on forms prescribed by and filed
with the Company, a beneficiary or beneficiaries to receive any
payments payable after his death. If an Employee dies while employed by
the Employer or after he has begun to receive his benefits under this
Plan, his Account balance (or the remainder of his Account balance if
his benefits had already commenced) shall be paid to the beneficiary or
beneficiaries designated by the Employee (or, in the absence of such
designation, to his legal representative). Such payments shall be made
in one of the following forms as determined by the Company: (i)
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substantially equal quarterly installments over a number of years (not
to exceed 10 years), (ii) a lump sum payment, or (iii) any combination
of the above options.
6.9 If an Employee is adjudged incompetent or if the Company deems him
unqualified to handle his own affairs, the Company may direct that any
payments which would otherwise be payable to the Employee shall be paid
(in the same amounts and on the same dates as such payments would have
been paid to the Employee) to the guardian or conservator of such
Employee or, if none has been appointed, the Company may, in its
discretion, direct that such payments be made to the Employee's spouse
or adult child or any other person or institution who is caring for
such Employee and any payments so made shall to the extent thereof
fully release and discharge the Company and the Employer from any
further liability to the Employee.
6.10 Notwithstanding any other provisions of this Plan to the contrary, the
Company may upon an Employee's death, disability, or termination of
employment distribute his Account balance to him (or his beneficiary in
the case of death, or his guardian or to the person or institution
caring for him in the event that he is adjudged incompetent or
considered by the Company to be unable to manage his own affairs) more
quickly than that called for in Sections 6.2 through 6.9 if the Company
in its sole discretion deems it is desirable to do so.
6.11 Notwithstanding any other provisions of this Plan to the contrary, the
Company may deduct from any payments under the Plan any taxes required
to be withheld by the Federal or any state or local government for the
account of such Employee.
ARTICLE SEVEN
FORFEITURES
7.1 As a condition to the continued receipt of benefits hereunder each Employee:
(a) shall be required for a period of three years after his
termination of employment with the Employer hereunder to hold
himself available to the Company and his Employer for
reasonable consultation insofar as his health permits.
(b) shall not for a period of three years after his termination of
employment with the Employer hereunder, either as an
individual on his own account, as a partner, joint venturer,
employee, agent, salesman for any person; as an officer,
director or stockholder (other than a beneficial holder of not
more than 1% of the outstanding voting stock of a company
having at least 500 holders of voting stock) of a corporation;
or otherwise directly or indirectly:
(i) enter into or engage in any business competitive with
that carried on by the Company or his Employer within
any area of the United States in which his Employer or
the Company is then doing business, providing Employee
has
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had access to any of the Company's or his Employer's
trade secrets, secret underwriting or business
information, programs, plans, data, processes,
techniques, or customer information; or
(ii) solicit or attempt to solicit any of his Employer's or
the Company's customers with whom Employee has had
contact as an Employee in the exercise of his duties
and responsibilities hereunder with the intent or
purpose to perform for such customer the same or
similar services or to sell to such customer the same
or similar products or policies which Employee
performed for or sold to such customer during the term
of his employment.
If the Committee determines that an Employee has refused to make
himself available for consultation or violated his agreement, the
Committee may, by written notice to such Employee, cause his benefits
to be immediately suspended for the duration of such refusal or
competition or if payment of benefits has not yet commenced, notify the
Employee that such continued conduct will cause a forfeiture of his
Account balance. If after the sending of such notice the Committee
finds that the Employee has continued to refuse to consult or continued
to compete with the Company or his Employer for a period of thirty (30)
days following such notice, the Committee may permanently cancel the
Employee's Account hereunder, and thereupon all rights of such Employee
under this Plan shall terminate. The foregoing forfeiture provisions
shall be inoperative if an event described in Section 6.7 (a), (b) or
(c) occurs.
7.2 Any amounts forfeited pursuant to Section 7.1 hereof shall be allocated
as a forfeiture in accordance with Section 6.3 hereof.
ARTICLE EIGHT
AMENDMENT AND TERMINATION
8.1 The Company shall have the power at any time and from time to time to
amend this Plan by resolution of its Board of Directors; provided,
however, that no amendment under any circumstances may be adopted the
effect of which would be to deprive any Participant of his then vested
interest, if any, in this Plan.
8.2 The Company reserves the right to terminate this Plan by resolution of
its Board of Directors. Upon termination of this Plan, the credits in
the Accounts of Employees shall become 100% vested and nonforfeitable.
Distribution of the balances in said Accounts shall be made in
accordance with Section 6.4 hereof upon the Employee's subsequent
retirement or termination of service. There shall be no increase in an
Account balance of an Employee between the date the Plan is terminated
and the date the Account balance is distributed. If an event described
in Section 6.7 (b) or (c) occurs, the Plan as it then exists must be
continued and contributions made for two years before it can be
terminated. Any unallocated balance carried forward shall be similarly
allocated prior to the expiration of this two-year
11
<PAGE>
period. All Accounts shall be fully vested and distribution shall be
made in accordance with Section 6.4 hereof.
ARTICLE NINE
MISCELLANEOUS
9.1 No Employee or any other person shall have any interest in any fund or
reserve account or in any specific asset or assets of the Company or
any Employer by reason of any credit to his Account under this Plan,
nor have the right to receive any distribution under this Plan except
as and to the extent expressly provided for in the Plan.
9.2 Nothing in the Plan shall be construed to:
(a) give any Employee any right to participate in the Plan, except
in accordance with the provisions of the Plan;
(b) limit in any way the right of the Employer to terminate an
Employee's employment; or
(c) be evidence of any agreement or understanding, express or
implied, that the Employer will employ an Employee in any
particular position or at any particular rate of remuneration.
9.3 No benefits under this Plan shall be pledged, assigned, transferred,
sold, or in any manner whatsoever anticipated, charged, or encumbered
by an Employee, former Employee, or their beneficiaries, or in any
manner be liable for the debts, contracts, obligations or engagements
of any person having a possible interest in the Plan, voluntary or
involuntary, or for any claims, legal or equitable, against any such
person, including claims for alimony or the support of any spouse.
9.4 This Plan shall be construed in accordance with the laws of the State
of Illinois in every respect including without limitation, validity in
interpretation and performance.
9.5 Article headings and numbers herein are included for convenience of
reference only, and this Plan is to be construed without any reference
thereto. If there be any conflict between such numbers and headings and
the text hereof, the text shall control.
9.6 Wherever appropriate, words used in this Plan in the singular include
the plural, and the masculine include the feminine.
12
<PAGE>
IN WITNESS HEREOF, the Company has caused this Plan, effective January 1, 1995,
to be signed by its duly qualified officers and caused its corporate seal to be
hereunto affixed on this 30th day of April, 1996.
BITUMINOUS CASUALTY CORPORATION
/s/ Peter Lardner
-------------------------------
Chief Executive Officer
Attest:
/s/ James E. Santry
- -------------------------------------
President
13
<TABLE>
Exhibit (21)
------------
Subsidiaries of the registrant (As of December 31, 1997)
- ----------------------------------------------------------------
Percentage
of Voting
Securities
Owned by
State of Immediate
Name Organization Parent
- ------------------------------------------------------- -------------- ------------
<S> <C> <C>
OLD REPUBLIC INTERNATIONAL CORPORATION Delaware ---
- -------------------------------------------------------
Old Republic Capital Corporation Delaware 100%
-----------------------------------------------------
Old Republic General Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Bitco Corporation Delaware 100%
Bituminous Casualty Corporation Illinois 100%
Bituminous Fire and Marine Insurance Corporation Illinois 100%
Brummel Brothers, Inc. Illinois 100%
Chicago Underwriting Group, Inc. Delaware 100%
Upper Peninsula Insurance Company Arizona 100%
Employers General Insurance Group, Inc. Delaware 97%
Employers General Insurance Company Texas 100%
Employers National Risk Management Services, Inc. Texas 100%
Employers Claims Adjustment Services, Inc. Texas 100%
National General Agency, Inc. Texas 100%
ORI Great West Holding, Inc. Delaware 100%
Central Data Services, Inc. Delaware 100%
Great West Casualty Company Nebraska 100%
Great West Insurance Agencies, Inc. Delaware 100%
International Business & Mercantile Insurance Managers, Inc. Delaware 100%
Old Republic Home Protection Company, Inc. California 100%
Old Republic Insurance Company Pennsylvania 100%
Old Republic Insured Credit Services, Inc. Delaware 100%
Old Republic Lloyds of Texas Texas 100%
Old Republic Northern Holdings, Inc. Delaware 100%
Old Republic Mercantile Insurance Company Wisconsin 100%
Old Republic Risk Management, Inc. Delaware 100%
Remington General Assurance Ltd. Bermuda 100%
Old Republic Security Holdings, Inc. Delaware 100%
Old Republic Minnehoma Insurance Company Arizona 100%
ORDESCO, Inc. Oklahoma 100%
Old Republic Standard Underwriters, Inc. Delaware 86%
Old Republic Standard Insurance Company Arizona 100%
Old Republic Surety Group, Inc. Delaware 96%
Old Republic Surety Company Wisconsin 100%
Old Republic Union Insurance Company Illinois 100%
Old Republic Union Insurance Managers, Inc. Alabama 100%
Phoenix Aviation Managers, Inc. Delaware 30%
Aerie REassurance Company, Ltd. Bermuda 100%
Reliable Canadian Holdings, Ltd. Ontario(Canada) 100%
D.I.S.C.C. Enterprise, Ltd. British Columbia(Canada) 100%
Old Republic Canadian Holdings, Ltd. Ontario(Canada) 100%
Reliable Life Insurance Company Ontario(Canada) 100%
Old Republic Insurance Company of Canada Ontario(Canada) 100%
Old Republic International Reinsurance Group, Inc. Delaware 100%
American Business & Mercantile Insurance Group, Inc. Delaware 40%
American Business & Mercantile REassurance Company Delaware 100%
International Business & Mercantile REassurance Company Illinois 100%
Old Republic RE, Inc. Delaware 100%
</TABLE>
1
<PAGE>
<TABLE>
Exhibit (21)
------------
Subsidiaries of the registrant (As of December 31, 1997)
- ----------------------------------------------------------------
Percentage
of Voting
Securities
Owned by
State of Immediate
Name Organization Parent
- ------------------------------------------------------- -------------- ------------
<S> <C> <C>
Old Republic Mortgage Guaranty Group, Inc. Delaware 100%
-----------------------------------------------------
Republic Mortgage Insurance Company North Carolina 100%
Republic Mortgage Insurance Company of Florida Florida 100%
Republic Mortgage Insurance Company of North Carolina North Carolina 100%
RMIC Corporation North Carolina 100%
Old Republic Title Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Old Republic National Title Holding Company Delaware 100%
American Guaranty Holding Corp. Oklahoma 100%
American First Title & Trust Company Oklahoma 100%
American Guaranty Title Company Oklahoma 100%
Canadian Valley Abstract Company Oklahoma 100%
El Reno Abstract Company Oklahoma 100%
Lenders Inspection Company Oklahoma 50%
Asset Discovery, Inc. Massachusetts 100%
Badger Abstract & Title Corporation Wisconsin 100%
Central Florida Title Company Florida 100%
Houston Title Company Texas 100%
Old Republic Title Agency of Columbus, Inc. Ohio 90%
Core Title Agency, Ltd. Ohio 51%
Old Republic Title Company of Bell County Texas 100%
Old Republic Title Company of Cleburne Texas 100%
Old Republic Title Company of Conroe Texas 57%
Old Republic Title Company of Fort Worth Texas 100%
Old Republic Title Company of Indiana Indiana 100%
Old Republic Title Company of Kansas City, Inc. Missouri 100%
Old Republic Title Company of St. Louis, Inc. Missouri 100%
Old Republic Title Company of Tennessee Tennessee 100%
Old Republic Title Company of Utah Utah 100%
The Title Company of North Carolina, Inc. North Carolina 100%
Old Republic National Title Insurance Company Minnesota 100%
Mississippi Valley Title Insurance Company Mississippi 100%
Old Republic General Title Insurance Corporation Ohio 100%
Old Republic Title Holding Company, Inc. California 100%
Old Republic Exchange Facilitator Company California 100%
Old Republic Title Company California 100%
Old Republic Title Company of Nevada Nevada 100%
Old Republic Title Corporation of Hawaii, Ltd. Hawaii 100%
Old Republic Escrow Corporation Hawaii 100%
Old Republic Title Insurance Agency, Inc. Arizona 100%
Old Republic Title, Ltd. Delaware 100%
Professional Real Estate Coordinators, Inc. California 100%
</TABLE>
2
<PAGE>
<TABLE>
Exhibit (21)
------------
Subsidiaries of the registrant (As of December 31, 1997)
- ----------------------------------------------------------------
Percentage
of Voting
Securities
Owned by
State of Immediate
Name Organization Parent
- ------------------------------------------------------- -------------- ------------
<S> <C> <C>
Old Republic Life Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Old Republic Dealer Service Corporation Delaware 100%
Old Republic Funding Services, Inc. Delaware 80%
Old Republic Life Insurance Company Illinois 100%
Old Republic Life Insurance Company of New York New York 100%
Old Republic Life Reinsurance Group, Inc. Delaware 100%
Home Owners Life Insurance Company Illinois 100%
Old Republic Marketing, Inc. Illinois 100%
-----------------------------------------------------
Owns minor non-consolidated subsidiaries & affiliates Various Various
American Business & Personal Insurance Mutual, Inc. Delaware *
-----------------------------------------------------
Inter Capital Group, Inc. Delaware 100%
Inter Capital Company of Chicago Delaware 100%
Inter Capital Leasing and Finance Corporation Delaware 100%
Inter Capital Realty Corporation Delaware 100%
Inter West Assurance Company, Ltd. Bermuda 100%
* Owned by its policyholders
</TABLE>
3
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the registration statements of
Old Republic International Corporation on Form S-8(File Nos. 33-38528, 33-49646,
2-80883 and 33-52069) and on Form S-3(File Nos. 33-49864, 33-54104 and
333-43311) of our report dated March 18, 1998 on our audits of the consolidated
financial statements of Old Republic International Corporation as of December
31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995,
which reports is included in this Annual Report on Form 10-K.
/s/ Coopers & Lybrand, L.L.P.
Chicago, Illinois
March 23, 1998
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Harrington Bischof
-----------------------------
Harrington Bischof
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Anthony F. Colao
-----------------------------
Anthony F. Colao
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Jimmy A. Dew
-----------------------------
Jimmy A. Dew
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Kurt W. Kreyling
-----------------------------
Kurt W. Kreyling
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Peter Lardner
-----------------------------
Peter Lardner
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Wilbur S. Legg
-----------------------------
Wilbur S. Legg
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ John W. Popp
-----------------------------
John W. Popp
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ William A. Simpson
-----------------------------
William A. Simpson
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ Arnold L. Steiner
-----------------------------
Arnold L. Steiner
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ David Sursa
-----------------------------
David Sursa
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned,
being a member of the Board of Directors of Old Republic International
Corporation, a corporation duly organized under the laws of the State of
Delaware and having its principal place of business in Chicago, Illinois, does
hereby make, constitute, and appoint A.C. Zucaro, President of the said
corporation, as his true and lawful attorney, for him, and in his name, place,
and stead to execute, sign, acknowledge, confirm or ratify all documents,
papers, forms, statements, certificates and filings of any kind whatsoever
required to be filed by the said corporation with the Securities and Exchange
Commission, giving and granting to said attorney full power and authority to do
and perform all and every act whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall
lawfully do or cause to be done by virtue hereof. The power of attorney
aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal this 12th day of March, 1998.
/s/ William G. White, Jr.
-----------------------------
William G. White, Jr.
WITNESS:
/s/ Spencer LeRoy, III
- ------------------------------------
/s/ Paul D. Adams
- ------------------------------------
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 2,009
<DEBT-CARRYING-VALUE> 2,249
<DEBT-MARKET-VALUE> 2,306
<EQUITIES> 117
<MORTGAGE> 7
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,720
<CASH> 26
<RECOVER-REINSURE> 27
<DEFERRED-ACQUISITION> 126
<TOTAL-ASSETS> 6,923
<POLICY-LOSSES> 3,713
<UNEARNED-PREMIUMS> 375
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 61
<NOTES-PAYABLE> 142
0
1
<COMMON> 103
<OTHER-SE> 2,049
<TOTAL-LIABILITY-AND-EQUITY> 6,923
1,464
<INVESTMENT-INCOME> 270
<INVESTMENT-GAINS> 26
<OTHER-INCOME> 200
<BENEFITS> 787
<UNDERWRITING-AMORTIZATION> 214
<UNDERWRITING-OTHER> 534
<INCOME-PRETAX> 426
<INCOME-TAX> 129
<INCOME-CONTINUING> 298
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 298
<EPS-PRIMARY> 2.22
<EPS-DILUTED> 2.10
<RESERVE-OPEN> 1,829
<PROVISION-CURRENT> 713
<PROVISION-PRIOR> (105)
<PAYMENTS-CURRENT> 275
<PAYMENTS-PRIOR> 316
<RESERVE-CLOSE> 1,845
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</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
<INVESTMENT-GAINS> 17
<OTHER-INCOME> 147
<BENEFITS> 587
<UNDERWRITING-AMORTIZATION> 140
<UNDERWRITING-OTHER> 393
<INCOME-PRETAX> 316
<INCOME-TAX> 94
<INCOME-CONTINUING> 222
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 222
<EPS-PRIMARY> 1.68
<EPS-DILUTED> 1.57
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 2,027
<DEBT-CARRYING-VALUE> 2,097
<DEBT-MARKET-VALUE> 2,111
<EQUITIES> 111
<MORTGAGE> 8
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,609
<CASH> 31
<RECOVER-REINSURE> 32
<DEFERRED-ACQUISITION> 116
<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
<INVESTMENT-GAINS> 16
<OTHER-INCOME> 96
<BENEFITS> 385
<UNDERWRITING-AMORTIZATION> 91
<UNDERWRITING-OTHER> 261
<INCOME-PRETAX> 215
<INCOME-TAX> 62
<INCOME-CONTINUING> 153
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 153
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.08
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<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> 37
<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> .49
<EPS-DILUTED> .46
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<DEBT-HELD-FOR-SALE> 1,984
<DEBT-CARRYING-VALUE> 2,022
<DEBT-MARKET-VALUE> 2,045
<EQUITIES> 116
<MORTGAGE> 8
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,414
<CASH> 35
<RECOVER-REINSURE> 26
<DEFERRED-ACQUISITION> 114
<TOTAL-ASSETS> 6,656
<POLICY-LOSSES> 3,725
<UNEARNED-PREMIUMS> 386
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 65
<NOTES-PAYABLE> 154
19
1
<COMMON> 96
<OTHER-SE> 1,803
<TOTAL-LIABILITY-AND-EQUITY> 6,656
1,360
<INVESTMENT-INCOME> 260
<INVESTMENT-GAINS> 15
<OTHER-INCOME> 167
<BENEFITS> 752
<UNDERWRITING-AMORTIZATION> 191
<UNDERWRITING-OTHER> 518
<INCOME-PRETAX> 342
<INCOME-TAX> 108
<INCOME-CONTINUING> 234
<DISCONTINUED> 0
<EXTRAORDINARY> (4)
<CHANGES> 0
<NET-INCOME> 230
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.59
<RESERVE-OPEN> 1,820
<PROVISION-CURRENT> 668
<PROVISION-PRIOR> (74)
<PAYMENTS-CURRENT> 243
<PAYMENTS-PRIOR> 342
<RESERVE-CLOSE> 1,829
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<DEBT-HELD-FOR-SALE> 2,004
<DEBT-CARRYING-VALUE> 1,901
<DEBT-MARKET-VALUE> 1,905
<EQUITIES> 113
<MORTGAGE> 9
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,312
<CASH> 42
<RECOVER-REINSURE> 27
<DEFERRED-ACQUISITION> 111
<TOTAL-ASSETS> 6,605
<POLICY-LOSSES> 3,742
<UNEARNED-PREMIUMS> 394
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 66
<NOTES-PAYABLE> 118
19
56
<COMMON> 95
<OTHER-SE> 1,734
<TOTAL-LIABILITY-AND-EQUITY> 6,605
1,004
<INVESTMENT-INCOME> 194
<INVESTMENT-GAINS> 13
<OTHER-INCOME> 127
<BENEFITS> 562
<UNDERWRITING-AMORTIZATION> 143
<UNDERWRITING-OTHER> 383
<INCOME-PRETAX> 251
<INCOME-TAX> 80
<INCOME-CONTINUING> 172
<DISCONTINUED> 0
<EXTRAORDINARY> (4)
<CHANGES> 0
<NET-INCOME> 167
<EPS-PRIMARY> 1.26
<EPS-DILUTED> 1.16
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<DEBT-HELD-FOR-SALE> 2,005
<DEBT-CARRYING-VALUE> 1,806
<DEBT-MARKET-VALUE> 1,802
<EQUITIES> 138
<MORTGAGE> 9
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,253
<CASH> 25
<RECOVER-REINSURE> 29
<DEFERRED-ACQUISITION> 107
<TOTAL-ASSETS> 6,549
<POLICY-LOSSES> 3,758
<UNEARNED-PREMIUMS> 389
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 66
<NOTES-PAYABLE> 119
19
55
<COMMON> 95
<OTHER-SE> 1,682
<TOTAL-LIABILITY-AND-EQUITY> 6,549
661
<INVESTMENT-INCOME> 129
<INVESTMENT-GAINS> 7
<OTHER-INCOME> 85
<BENEFITS> 376
<UNDERWRITING-AMORTIZATION> 93
<UNDERWRITING-OTHER> 254
<INCOME-PRETAX> 160
<INCOME-TAX> 51
<INCOME-CONTINUING> 110
<DISCONTINUED> 0
<EXTRAORDINARY> (4)
<CHANGES> 0
<NET-INCOME> 106
<EPS-PRIMARY> .80
<EPS-DILUTED> .73
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-30-1996
<DEBT-HELD-FOR-SALE> 2,074
<DEBT-CARRYING-VALUE> 1,740
<DEBT-MARKET-VALUE> 1,750
<EQUITIES> 133
<MORTGAGE> 10
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,249
<CASH> 26
<RECOVER-REINSURE> 23
<DEFERRED-ACQUISITION> 107
<TOTAL-ASSETS> 6,541
<POLICY-LOSSES> 3,741
<UNEARNED-PREMIUMS> 392
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 70
<NOTES-PAYABLE> 157
16
55
<COMMON> 95
<OTHER-SE> 1,647
<TOTAL-LIABILITY-AND-EQUITY> 6,541
320
<INVESTMENT-INCOME> 65
<INVESTMENT-GAINS> 5
<OTHER-INCOME> 39
<BENEFITS> 182
<UNDERWRITING-AMORTIZATION> 43
<UNDERWRITING-OTHER> 128
<INCOME-PRETAX> 77
<INCOME-TAX> 24
<INCOME-CONTINUING> 53
<DISCONTINUED> 0
<EXTRAORDINARY> (3)
<CHANGES> 0
<NET-INCOME> 50
<EPS-PRIMARY> .38
<EPS-DILUTED> .35
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial informatin extracted from Old Republic
International Corporation's consolidated balance sheet and consolidated state-
ment of income and is qualified in its entirety by reference to such financial
statements. This schedule has been restated to reflect the adoption of FAS 128.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<DEBT-HELD-FOR-SALE> 2,146
<DEBT-CARRYING-VALUE> 1,714
<DEBT-MARKET-VALUE> 1,759
<EQUITIES> 126
<MORTGAGE> 11
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,326
<CASH> 19
<RECOVER-REINSURE> 24
<DEFERRED-ACQUISITION> 107
<TOTAL-ASSETS> 6,593
<POLICY-LOSSES> 3,705
<UNEARNED-PREMIUMS> 406
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 75
<NOTES-PAYABLE> 320
17
55
<COMMON> 58
<OTHER-SE> 1,553
<TOTAL-LIABILITY-AND-EQUITY> 6,593
1,251
<INVESTMENT-INCOME> 251
<INVESTMENT-GAINS> 49
<OTHER-INCOME> 142
<BENEFITS> 740
<UNDERWRITING-AMORTIZATION> 176
<UNDERWRITING-OTHER> 455
<INCOME-PRETAX> 316
<INCOME-TAX> 103
<INCOME-CONTINUING> 212
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212
<EPS-PRIMARY> 1.76
<EPS-DILUTED> 1.52
<RESERVE-OPEN> 1,768
<PROVISION-CURRENT> 684
<PROVISION-PRIOR> (92)
<PAYMENTS-CURRENT> 207
<PAYMENTS-PRIOR> 332
<RESERVE-CLOSE> 1,820
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
