SECURITIES AND EXCHANGE COMMISSION
OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10 - Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1998 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-4625
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware No. 36-2678171
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
307 North Michigan Avenue, Chicago, Illinois 60601
- -------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 312-346-8100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Shares Outstanding
Class September 30, 1998
--------------------------- ----------------------
Common Stock / $1 par value 136,350,882 *
* Excludes 6,182,878 common shares issued, outstanding and held by an affiliate,
which are classified as treasury stock for financial accounting purposes only.
There are 12 pages contained in this report.
<PAGE>
2
OLD REPUBLIC INTERNATIONAL CORPORATION
Report on Form 10-Q / September 30, 1998
INDEX
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PAGE NO.
-----------
PART I FINANCIAL INFORMATION:
CONSOLIDATED SUMMARY BALANCE SHEETS 3
CONSOLIDATED SUMMARY STATEMENTS OF INCOME 4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 5
CONSOLIDATED STATEMENTS OF CASH FLOWS 6
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS 7
MANAGEMENT ANALYSIS OF FINANCIAL POSITION
AND RESULTS OF OPERATIONS 8 - 10
PART II OTHER INFORMATION 11 & 12
<PAGE>
3
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY BALANCE SHEETS (Unaudited)
($ in Millions)
- -----------------------------------------------------------------------------------------------------------------------------------
September 30, December 31,
1998 1997
-------------- --------------
<S> <C> <C> <C>
Assets
Investments: Held to maturity:
Fixed maturity securities (at amortized cost)
(fair value: $2,437.6 and $2,306.1) $2,329.2 $2,249.7
Other long-term investments (at cost) 24.2 15.4
-------------- --------------
Total 2,353.5 2,265.1
-------------- --------------
Available for sale:
Fixed maturity securities (at fair value)
(cost: $1,920.1 and $1,954.5) 2,026.6 2,009.9
Equity securities (at fair value) (cost: $117.5 and $60.9) 150.5 117.1
Short-term investments (at fair value which approximates cost) 320.6 328.0
-------------- --------------
Total 2,497.8 2,455.2
-------------- --------------
Total investments 4,851.3 4,720.4
-------------- --------------
Other Assets: Cash 26.3 26.9
Accrued investment income 72.3 72.5
Accounts and notes receivable 331.6 320.0
Reinsurance balances and funds held 83.2 88.5
Federal income tax payable: Current 0.9 ---
Reinsurance recoverable: Paid losses 24.4 27.2
Policy and claim reserves 1,307.8 1,333.5
Deferred policy acquisition costs 138.5 126.2
Sundry assets 225.5 207.9
-------------- --------------
2,210.9 2,203.0
-------------- --------------
Total Assets $7,062.3 $6,923.4
============== ==============
- ----------------------------------------------------------------------------------------------------------------------------------
Liabilities, Preferred Stock and
Common Shareholders' Equity
Liabilities: Future policy benefits $184.5 $183.3
Losses, claims and settlement expenses 3,463.3 3,529.7
Unearned premiums 363.5 375.8
Other policyholders' benefits and funds 55.0 61.1
-------------- --------------
Total policy liabilities and accruals 4,066.4 4,150.0
Commissions, expenses, fees and taxes 136.3 124.0
Reinsurance balances and funds 141.9 148.2
Federal income tax payable: Current --- 4.3
Deferred 166.3 108.3
Debt and debt equivalents 145.2 142.9
Sundry liabilities 103.0 92.2
-------------- --------------
Total liabilities 4,759.3 4,770.2
-------------- --------------
Preferred Convertible preferred stock 1.2 1.0
Stock: -------------- --------------
Total preferred stock 1.2 1.0
-------------- --------------
Common Common stock 156.1 103.1
Shareholders' Additional paid-in capital 621.7 604.3
Equity: Unallocated shares - ESSOP (5.1) (6.1)
Retained earnings 1,636.3 1,486.8
Accumulated other comprehensive income 79.7 64.4
Treasury stock (at cost) (187.1) (100.5)
-------------- --------------
Total Common Shareholders' Equity 2,301.6 2,152.1
-------------- --------------
Total Liabilities, Preferred Stock
and Common Shareholders' Equity $7,062.3 $6,923.4
============== ==============
See accompanying notes.
</TABLE>
<PAGE>
4
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED SUMMARY STATEMENTS OF INCOME (Unaudited)
($ in Millions, Except Common Share Data)
- -----------------------------------------------------------------------------------------------------------------------------------
Quarters Ended Nine Months Ended
September 30, September 30,
---------------------------------- ----------------------------------
1998 1997 1998 1997
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues: Net premiums earned $410.3 $372.4 $1,161.6 $1,080.0
Title, escrow and other fees 62.3 44.3 175.7 116.9
Net investment income 68.1 69.0 204.7 202.7
Realized investment gains 6.5 1.4 32.0 17.6
Other income 8.1 5.8 24.5 30.3
---------------- ---------------- ---------------- ----------------
Net revenues 555.6 493.2 1,598.7 1,447.7
---------------- ---------------- ---------------- ----------------
Expenses: Benefits, claims and settlement expenses 208.4 201.7 583.2 587.5
Underwriting, acquisition and
insurance expenses 236.9 186.4 662.9 533.6
Interest and other expenses 3.5 3.9 10.7 10.0
---------------- ---------------- ---------------- ----------------
Total expenses 449.0 392.1 1,256.9 1,131.2
---------------- ---------------- ---------------- ----------------
Income before income taxes and items below 106.6 101.0 341.8 316.4
---------------- ---------------- ---------------- ----------------
Income Taxes: Currently payable 18.0 16.4 60.1 55.6
Deferred 14.7 15.5 46.8 38.6
---------------- ---------------- ---------------- ----------------
Total income taxes 32.7 31.9 106.9 94.3
---------------- ---------------- ---------------- ----------------
73.8 69.1 234.8 222.1
Other items - net 0.8 --- 1.7 0.5
---------------- ---------------- ---------------- ----------------
Net Income: $74.6 $69.1 $236.6 $222.7
================ ================ ================ ================
Net Income
Per Share: Basic $0.54 $0.51 $1.71 $1.68
================ ================ ================ ================
Diluted $0.54 $0.49 $1.69 $1.57
================ ================ ================ ================
Dividends Per
Common Share: Cash dividends $0.100 $0.087 $0.287 $0.247
================ ================ ================ ================
Stock dividends --% --% 50% --%
================ ================ ================ ================
Average number of common and common
equivalent shares outstanding:
Basic 136,914,815 134,509,503 137,858,216 131,878,686
================ ================ ================ ================
Diluted 138,870,948 141,999,192 139,925,145 141,940,891
================ ================ ================ ================
See accompanying notes.
</TABLE>
<PAGE>
5
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
($ in Millions)
- -----------------------------------------------------------------------------------------------------------------------------------
Quarters Ended Nine Months Ended
September 30, September 30,
---------------------------------- ----------------------------------
1998 1997 1998 1997
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net income as reported $74.6 $69.1 $236.6 $222.7
---------------- ---------------- ---------------- ----------------
Other comprehensive income, before tax:
Foreign currency translation adjustment (1.2) --- (1.9) 2.5
---------------- ---------------- ---------------- ----------------
Unrealized gains on securities:
Unrealized gains arising during period 42.3 33.6 58.4 48.8
Less: elimination of pre-tax realized gains
included in net income 6.5 1.4 32.0 17.6
---------------- ---------------- ---------------- ----------------
Net unrealized gains on securities 35.8 32.2 26.4 31.2
---------------- ---------------- ---------------- ----------------
Income tax related to items of other
comprehensive income 12.5 11.1 9.2 10.7
---------------- ---------------- ---------------- ----------------
Comprehensive income $96.7 $90.2 $251.9 $245.8
================ ================ ================ ================
See accompanying notes.
</TABLE>
<PAGE>
6
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in Millions)
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended
September 30,
------------------------------------
1998 1997
---------------- ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $236.6 $222.7
Adjustment to reconcile net income to
net cash provided by operating activities:
Deferred policy acquisition costs (12.2) (8.1)
Premiums and other receivables (7.2) (14.5)
Unpaid claims and related items (43.3) 59.1
Future policy benefits and policyholders' funds (8.2) (18.1)
Income taxes 43.4 40.1
Reinsurance balances and funds 1.2 (11.0)
Accounts payable, accrued expenses and other 32.6 2.7
----------------- -----------------
Total 242.9 272.8
----------------- -----------------
Cash flows from investing activities:
Sales of fixed maturity securities:
Held to maturity:
Maturities and early calls 136.9 126.5
Available for sale:
Maturities and early calls 88.7 171.3
Other 113.5 55.5
Sales of equity securities 13.4 19.7
Sales of other investments 3.2 11.9
Sales of fixed assets for company use 0.9 2.6
Purchases of fixed maturity securities:
Held to maturity (217.7) (212.4)
Available for sale (174.2) (311.1)
Purchases of equity securities (70.1) (5.7)
Purchases of other investments (12.0) (4.2)
Purchases of fixed assets for company use (21.2) (8.7)
Purchases of investment in subsidiaries (2.7) (3.1)
Other-net (4.0) (4.2)
----------------- -----------------
Total (145.3) (161.9)
----------------- -----------------
Cash flows from financing activities:
Increase in term loans 4.0 10.0
Issuance of preferred and common stocks 16.1 6.1
Issuance of debentures and notes 0.6 116.8
Repayments of term loans --- (127.0)
Redemption of debentures and notes (1.5) (1.6)
Dividends on common shares (39.3) (32.9)
Dividends on preferred shares (0.1) (1.7)
Purchase of treasury stock (86.5) (35.7)
Other-net 1.2 1.3
----------------- -----------------
Total (105.6) (64.7)
----------------- -----------------
Increase (decrease) in cash and short-term investments (8.0) 46.2
Cash and short-term investments, beginning of period 355.0 301.0
----------------- -----------------
Cash and short-term investments, end of period $347.0 $347.2
================= =================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $5.5 $5.1
================= =================
Income taxes $58.2 $53.7
================= =================
See accompanying notes.
</TABLE>
<PAGE>
7
OLD REPUBLIC INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS (Unaudited)
($ in Millions, Except Share Data)
- -------------------------------------------------------------------------------
1. Accounting Policies and Basis of Presentation:
- ------------------------------------------------
The accompanying consolidated summary financial statements have been prepared in
conformity with generally accepted accounting principles as described in the
Corporation's latest annual report to shareholders or as disclosed herein. The
financial accounting and reporting process relies on estimates and on the
exercise of judgement, but in the opinion of management all adjustments,
consisting of normal recurring accruals, necessary to a fair presentation of the
accompanying statements have been reflected therein. Realized gains or losses on
dispositions of investment securities have been reflected in the operating
results for each period presented.
2. Common Share Data:
- --------------------
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. The following table provides a reconciliation of the income
before extraordinary items and number of shares used in basic and diluted
earnings per share calculations.
<TABLE>
Quarters Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator:
Income before extraordinary item............... $ 74.6 $ 69.1 $ 236.6 $ 222.7
Less Preferred stock dividends................. -- .2 .1 1.7
------------- ------------- ------------- --------------
Numerator for basic earnings per share -
income available to common stockholders...... 74.6 68.8 236.4 220.9
Effect of dilutive securities:
Convertible preferred stock dividends........ -- .2 .1 1.7
------------- ------------- ------------- --------------
Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversions.................... $ 74.6 $ 69.1 $ 236.6 $ 222.7
============= ============= ============= ==============
Denominator:
Denominator for basic earnings per share -
weighted-average shares...................... 136,914,815 134,509,503 137,858,216 131,878,686
Effect of dilutive securities:
Stock options .............................. 1,711,824 2,068,191 1,826,791 1,653,911
Convertible preferred stock................. 244,309 5,421,498 240,138 8,408,294
------------- ------------- ------------- --------------
Dilutive potential common shares............ 1,956,133 7,489,689 2,066,929 10,062,205
------------- ------------- ------------- --------------
Denominator for diluted earnings per share -
adjusted weighted-average shares and
assumed conversions ........................ 138,870,948 141,999,192 139,925,145 141,940,891
============= ============= ============= ==============
Basic earnings per share ..................... $ .54 $ .51 $ 1.71 $ 1.68
============= ============= ============= ==============
Diluted earnings per share .................... $ .54 $ .49 $ 1.69 $ 1.57
============= ============= ============= ==============
</TABLE>
3. Unrealized Appreciation of Investments:
- ------------------------------------------
Cumulative net unrealized gains on fixed maturity securities available for sale
and equity securities credited to a separate account in common shareholders'
equity amounted to $89.7 at September 30, 1998. Unrealized appreciation of
investments, before applicable income taxes of $48.7, at September 30, 1998
included gross unrealized gains and (losses) of $151.8 and $(13.3),
respectively.
For the nine months ended September 30, 1998 and 1997, net unrealized
appreciation of investments, net of deferred income taxes, amounted to $17.2 and
$20.5, respectively.
<PAGE>
8
OLD REPUBLIC INTERNATIONAL CORPORATION
MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
Nine Months Ended September 30, 1998 and 1997
- -------------------------------------------------------------------------------
OVERVIEW
This analysis pertains to the consolidated accounts of Old Republic
International Corporation. The Company conducts its business through four major
segments, namely its General (property and liability coverages), Mortgage
Guaranty, Title, and Life insurance groups.
FINANCIAL POSITION
Old Republic's financial position at September 30, 1998 reflected an increase in
assets of 2.0%, a decrease in liabilities of 0.2%, and an increase in common
shareholders' equity of 6.9% when compared to the immediately preceding
year-end. Cash and invested assets represented 70.1% and 69.6% of consolidated
assets as of September 30, 1998 and December 31, 1997, respectively.
Relatively high short-term maturity investment positions continued to be
maintained as of September 30, 1998 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 investment yields. Accordingly, the future level of
short-term investments will vary and respond to the dynamics of these factors
and may, as a result, increase or decrease from current levels. During the first
nine months of 1998, the Corporation committed substantially all investable
funds in short to intermediate-term fixed maturity securities. Old Republic
continues to adhere to its long-term policy of investing primarily in investment
grade, marketable securities; the Corporation has not directed its investable
funds to so-called "junk bonds" or derivative types of securities. During the
first nine months of 1998, Old Republic's commitment to equity securities
increased by 28.4% vis-a-vis the related invested balance at year-end 1997 as a
result of unrealized gains and greater purchases during that period. As of
September 30, 1998, the carrying value of fixed maturity securities in default
as to principal or interest was immaterial in relation to consolidated assets or
shareholders' equity.
Consolidated operations produced positive cash flows in this year's first nine
months of approximately $242.9 million, compared to $272.8 million in the same
period of 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 $2.44 billion at September 30, 1998 consisted
of debt and debt equivalents of $145.2 million, convertible preferred stock of
$1.2 million, and common shareholders' equity of $2.30 billion. The increase in
the common shareholders' equity account during the nine months ended September
30, 1998 reflects primarily the retention of earnings in excess of dividends
declared on outstanding preferred and common shares offset to some degree by the
reacquisition of $86.5 million worth of common shares pursuant to a previously
announced plan.
Common share data has been adjusted retroactively to reflect a 50% stock
dividend treated as a 3 for 2 split of the Company's common shares approved by
the Board of Directors on March 12, 1998 and issued on May 4, 1998 to
shareholders of record on April 10, 1998.
RESULTS OF OPERATIONS
Revenues:
Consolidated net premiums and fees earned in the first nine months of 1998
amounted to $1.33 billion and were 11.7% above the amount reported for the first
nine months of 1997. For the third quarter of 1998, consolidated net premiums
and fees earned amounted to $472.7 million, 13.4% above the amount reported for
the third quarter of 1997. For the third quarter of 1998, the Company's General
Insurance Group posted relatively flat earned premium volume of $234.6 million
as a result of a continuing soft pricing environment. Premiums for the Mortgage
Guaranty Group increased by 4.2 % to $72.0 million from $69.1 million in the
year-ago quarter. Title Group premium and fee revenues increased 40.8% to $150.1
million in the third quarter of 1998 when compared to the same quarter of 1997.
The Mortgage Guaranty Group and the Title Group benefitted from low mortgage
rates and high employment trends, as well as moderately greater appreciation of
home prices. The Life and Health Group's premium volume increased to $15.8
million, a 49.0% increase when compared to the same quarter of 1997, as a result
of greater term life and credit insurance sales.
<PAGE>
9
The General Insurance Group's net premiums earned decreased slightly to $671.4
million in the first nine months of 1998 also as a result of limited growth
opportunities in a soft pricing environment. The Mortgage Guaranty Group
reported net premiums earned of $216.1 million, an increase of 7.9%. The Title
Insurance Group posted premiums and fees in the first nine months of $405.5
million, up from $288.1 million in the year-ago period. Life and health premiums
also rose 21.4% to $44.1 million during the same 1998 period, but remained at
approximately 3% of consolidated premiums and fees.
Consolidated net investment income was $204.7 million in the first nine months
of 1998 and $68.1 million in the third quarter of 1998 compared to $202.7
million and $69.0 million, respectively in the same quarter and nine month
periods of 1997. This revenue source was affected by positive consolidated
operating cash flows and by a concentration of investable assets in
interest-bearing, fixed maturity securities. Higher dividend payments by certain
subsidiaries to finance the aforementioned stock buy back program of the parent
holding company reduced invested assets and thus limited investment income
growth to some degree. The average annualized yield on investments was
approximately 5.7% and 6.0% at the end of September 30, 1998 and 1997,
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 and the commitment of a larger percentage of investable funds
to tax-exempt fixed maturity securities that typically bear lower current
yields.
The Company's investment policies have not been designed to maximize realized
investment gains. Realized gains of $32.0 million in the first nine months of
1998 were mostly due to the sale of equity securities. In addition to scheduled
maturities, dispositions of securities have been caused principally by calls
prior to maturity by issuers of bonds and notes and by sales of equity
securities. For the first nine months of 1998, 66.5% of total dispositions
represented maturities and early calls of existing holdings; for the year 1997
these transactions amounted to 76.9% of the total dispositions.
Expenses:
Consolidated benefit, claim and settlement costs, as a percentage of net
premiums and fees earned, were approximately 44% and 49% in the first nine
months of 1998 and 1997, respectively. For the third quarter of each year, these
ratios were 44% in 1998 and 48% in 1997. Consolidated claims experience for
property and liability coverages were higher for the quarter and basically
stable for the nine month period; to some extent, 1998 periods were penalized by
greater claims severity in certain lines. Mortgage Guaranty claim costs were
lower during the third quarter and first nine months of 1998 compared to the
same periods in 1997 due to a reduction in expected claims. Title claims
remained basically level percentage wise in 1998, while Life Group claim costs
were higher in the latest quarterly and nine month periods due to higher
ordinary life claims frequency and severity.
The ratio of consolidated underwriting, acquisition and insurance expenses to
net premiums and fees earned were 50% and 45% in the first nine months of 1998
and 1997, respectively. These ratios were 51% and 45% for the third quarters of
1998 and 1997, respectively. Variations in these percentages between comparative
periods typically reflect changing patterns in the mix of business and the
varying production costs pertaining thereto. The higher ratios in 1998 periods
reflected the significance of title insurance volume which normally carry
greater production costs, and, in 1998, higher legal defense cost provisions, a
rise in mortgage guaranty sales expenses resulting from higher net costs for
providing contract underwriting services in particular, and a relatively higher
expense ratio for property and liability insurance due to flat premium
production trends.
The Company and its subsidiaries have been aware for several years of potential
information processing problems associated with programming codes in computer
systems as they apply to the year 2000 and beyond. The potential problems are
related to computer programs that use only two, as opposed to four, digits to
identify a year; thus, such programs may be unable to interpret dates beyond
1999, and could cause a system failure, or other computer errors, that could
lead to possible disruptions of operations. The Company's subsidiaries are
scheduled to complete by March 31, 1999, the identification and implementation
of changes and the testing of systems affected by this Year 2000 issue. In
addition, a process has commenced to obtain confirmation of Year 2000 compliance
from principal vendors and other important third party relationships. The
Company's subsidiaries will address the issue of a contingency plan in mid-
1999. The costs of identifying, implementing and testing the required changes
has not been material to historical operating results; a significant portion of
these costs were not incremental as the Company and its subsidiaries have mostly
utilized existing resources.
<PAGE>
10
Pre-Tax and Net Income:
Consolidated income before taxes increased by 0.5% and 3.6%, respectively, in
the third quarter and first nine months of 1998 when compared to the same
periods one year ago. Excluding the effects of the non-recurring tax-related
items recorded in the second quarter of 1997, consolidated income before taxes
increased by 8.2% in the first nine months of 1998 when compared to the same
period in 1997. The Corporation's Mortgage Guaranty and Title insurance segments
reflected higher pre-tax operating earnings in both the latest quarter and year
to date period of 1998. General Insurance operations posted a decrease in
pre-tax operating earnings in this year's third quarter nearly equally due to
reduced investment income and poorer underwriting results; for the first nine
months of the year, most of the earnings shortfall was due to reduced
underwriting income. Life Insurance reported decreased earnings due to higher
claims costs.
The effective consolidated income tax rate, excluding the effects of the 1997
non-recurring items, was 31% and 32%, respectively, in the third quarters and
nine month periods of 1998 and 1997, respectively. The rates for each period
reflect primarily the varying proportions of pre-tax operating income derived
from tax-sheltered investment income (principally tax-exempt interest) on the
one hand, and fully taxable investment and underwriting/service income on the
other hand.
OTHER INFORMATION
Historical data pertaining to the operating results, liquidity, and other
financial matters applicable to an insurance enterprise such as Old Republic are
not necessarily indicative of results to be achieved in succeeding years. In
addition to the factors cited in the next paragraph, the long-term nature of the
insurance business, seasonal and annual patterns in premium production and
incidence of claims, changes in yields obtained on invested assets, changes in
government policies and free markets affecting inflation rates and general
economic conditions, and changes in legal precedents or the application of law
affecting the settlement of disputed claims all have a bearing on
period-to-period comparisons and future operating results.
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, and
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.
<PAGE>
11
OLD REPUBLIC INTERNATIONAL CORPORATION
FORM 10 - Q
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
Item 6 - Reports on Form 8-K
- ----------------------------
(a) Reports on Form 8-K
1. The registrant has not filed any reports on Form 8-K during the quarter
for which this report is filed.
Items other than those listed are omitted because they are not required.
<PAGE>
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Old Republic International Corporation
--------------------------------------
(Registrant)
Date: November 13, 1998
---------------------
/s/ Paul D. Adams
---------------------------------------
P. D. Adams
Senior Vice President &
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from
Old Republic International's consolidated balance sheet and consolidated
statement of income and is qualified in its entirety by reference to such
financial statement.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<DEBT-HELD-FOR-SALE> 2,026
<DEBT-CARRYING-VALUE> 2,329
<DEBT-MARKET-VALUE> 2,437
<EQUITIES> 150
<MORTGAGE> 7
<REAL-ESTATE> 0
<TOTAL-INVEST> 4,851
<CASH> 26
<RECOVER-REINSURE> 24
<DEFERRED-ACQUISITION> 138
<TOTAL-ASSETS> 7,062
<POLICY-LOSSES> 3,647
<UNEARNED-PREMIUMS> 363
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 55
<NOTES-PAYABLE> 145
0
1
<COMMON> 156
<OTHER-SE> 2,145
<TOTAL-LIABILITY-AND-EQUITY> 7,062
1,161
<INVESTMENT-INCOME> 204
<INVESTMENT-GAINS> 32
<OTHER-INCOME> 200
<BENEFITS> 583
<UNDERWRITING-AMORTIZATION> 160
<UNDERWRITING-OTHER> 502
<INCOME-PRETAX> 341
<INCOME-TAX> 106
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