As in effect
3/1/61
FORM 10K/A
------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
---
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 2003 on Form
-----------------------
10-K as set forth in the pages attached hereto: (List all such items, financial
----
statements, exhibits or other portions amended).
FORM 11-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------
(Registrant)
Date: June 25, 2003 By: /s/ John S. Adams
----------------------------------
(Signature)
John Stuart Adams
Senior Vice President,
Chief Financial Officer
Total Pages: 18
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------
FORM 11-K
------------
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 2003
------------
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administration Committee has duly caused this Annual Report to be signed on
behalf of the undersigned, thereunto duly authorized.
THE OLD REPUBLIC INTERNATIONAL CORPORATION EMPLOYEES
SAVINGS AND STOCK OWNERSHIP PLAN
(Registrant)
By: /s/ A. C. Zucaro
-------------------------------------------------
A. C. Zucaro, Member of the
Administration Committee
Date: June 25, 2004
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages
-----
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 2003 and 2002 3
Notes to Financial Statements 4-9
Supplemental Schedules:
Schedule of Assets at End of Year 10
Schedule of Reportable Transactions 11
Schedule of Delinquent Participant Contributions 12
Note
----
Supplemental schedules required by the Employee Retirement Income Security Act
of 1974, as amended, that have not been included herein are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and the Administration Committee
of the Old Republic International Corporation
Employees Savings and Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Old Republic International Corporation Employees Savings and Stock Ownership
Plan (the "Plan") at December 31, 2003 and 2002, and the changes in net assets
available for benefits for the year ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States) and
auditing standards generally accepted in the United States of America. 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 22, 2004
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2003 and 2002
--------------------------------
2003
---------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------- -------------------
ASSETS
Investments, at fair value:
Old Republic International Corporation
Common shares $ - $ 246,287,072 $ 246,287,072
Mutual funds 106,730,821 - 106,730,821
----------------- ------------------- -------------------
106,730,821 246,287,072 353,017,893
Contributions receivable:
Employers - 5,531,530 5,531,530
Employees - - -
----------------- ------------------- -------------------
$ 106,730,821 $ 251,818,602 $ 358,549,423
================= =================== ===================
LIABILITIES AND NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Unpaid anti-discrimination refunds $ 1,376,228 $ - $ 1,376,228
Unpaid administrative expenses - 5,842 5,842
----------------- ------------------- -------------------
Total liabilities 1,376,228 5,842 1,382,070
----------------- ------------------- -------------------
Net assets available for plan benefits:
Allocated to participants 105,354,593 251,812,760 357,167,353
----------------- ------------------- -------------------
Total net assets available for plan benefits 105,354,593 251,812,760 357,167,353
----------------- ------------------- -------------------
$ 106,730,821 $ 251,818,602 $ 358,549,423
================= =================== ===================
The accompanying notes are an integral part of the financial statements.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2003 and 2002
--------------------------------
2002
------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------ -----------------
ASSETS
Investments, at fair value:
Old Republic International Corporation
Common shares $ - $ 180,793,564 $ 180,793,564
Mutual funds 82,995,048 - 82,995,048
----------------- ------------------ -----------------
82,995,048 180,793,564 263,788,612
Contributions receivable:
Employers - 5,052,584 5,052,584
Employees 513,261 - 513,261
----------------- ------------------ -----------------
$ 83,508,309 $ 185,846,148 $ 269,354,457
================= ================== =================
LIABILITIES AND NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Unpaid anti-discrimination refunds $ 1,167,678 $ - $ 1,167,678
Unpaid administrative expenses - 6,521 6,521
----------------- ------------------ -----------------
Total liabilities 1,167,678 6,521 1,174,199
----------------- ------------------ -----------------
Net assets available for plan benefits:
Allocated to participants 82,340,631 185,839,627 268,180,258
----------------- ------------------ -----------------
Total net assets available for plan benefits 82,340,631 185,839,627 268,180,258
----------------- ------------------ -----------------
$ 83,508,309 $ 185,846,148 $ 269,354,457
================= ================== =================
The accompanying notes are an integral part of the financial statements.
2
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 2003 and 2002
----------------------------------------------
2003
---------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------- -------------------
Additions:
Employer contributions $ - $ 5,534,394 $ 5,534,394
Employee contributions 13,525,098 - 13,525,098
Interfund transfers 2,936,763 (2,936,763) -
Interest income - - -
Dividend income 1,837,073 10,573,147 12,410,220
Net appreciation (depreciation) in
fair value of investments 15,460,922 64,943,101 80,404,023
----------------- ------------------- -------------------
33,759,856 78,113,879 111,873,735
----------------- ------------------- -------------------
Deductions:
Termination and withdrawal benefits 9,314,953 12,026,742 21,341,695
Anti-discrimination refunds 1,376,228 - 1,376,228
Administrative expenses 54,713 114,004 168,717
----------------- ------------------- -------------------
10,745,894 12,140,746 22,886,640
----------------- ------------------- -------------------
NET ADDITIONS (DEDUCTIONS) 23,013,962 65,973,133 88,987,095
Net assets available for plan benefits,
beginning of year 82,340,631 185,839,627 268,180,258
----------------- ------------------- -------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ 105,354,593 $ 251,812,760 $ 357,167,353
================= =================== ===================
The accompanying notes are an integral part of the financial statements.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 2003 and 2002
----------------------------------------------
2002
------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------ -----------------
Additions:
Employer contributions $ - $ 5,002,586 $ 5,002,586
Employee contributions 12,653,993 - 12,653,993
Interfund transfers 4,300,572 (4,300,572) -
Interest income - 181 181
Dividend income 1,722,790 4,141,335 5,864,125
Net appreciation (depreciation) in
fair value of investments (11,878,578) 966,090 (10,912,488)
----------------- ------------------ -----------------
6,798,777 5,809,620 12,608,397
----------------- ------------------ -----------------
Deductions:
Termination and withdrawal benefits 9,865,957 15,978,796 25,844,753
Anti-discrimination refunds 1,167,678 - 1,167,678
Administrative expenses 58,570 123,891 182,461
----------------- ------------------ -----------------
11,092,205 16,102,687 27,194,892
----------------- ------------------ -----------------
NET ADDITIONS (DEDUCTIONS) (4,293,428) (10,293,067) (14,586,495)
Net assets available for plan benefits,
beginning of year 86,634,059 196,132,694 282,766,753
----------------- ------------------ -----------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ 82,340,631 $ 185,839,627 $ 268,180,258
================= ================== =================
The accompanying notes are an integral part of the financial statements.
3
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------
1. Description of Plan
A. Basis of Presentation
---------------------
The accompanying financial statements of the Old Republic
International Corporation Employees Savings and Stock Ownership Plan
(the Plan) include plan assets for employees of Old Republic
International Corporation and participating subsidiaries [the
Corporation, the Plan Sponsor, the Company(ies) or the Employers].
These financial statements and accompanying notes together provide
only general information about the Plan. The Plan Agreement must be
referred to for a complete description of the Plan's provisions.
Necessary reclassifications are made in prior period financial
statements whenever necessary to conform to current presentation.
B. General
-------
The Plan is a defined contribution plan covering a majority of
employees of the Corporation and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Employees become participants in the Plan on the first January 1, they
are employees and they elect to make contributions to the Plan.
C. Contributions
-------------
Contributions from employees (savings) are made on a post-tax basis
and are recorded in the period in which the Companies make payroll
deductions from Plan participants. Participants elect the amount of
contribution which ranges from a minimum of 1% to a maximum of 15% of
recognized compensation as defined in the Plan. Any employee who does
not contribute to the Plan does not receive a Company matching
contribution. Only employee contributions up to 6% are matched.
However, the maximum amount of contribution which can be matched per
employee cannot exceed $9,000 (6% of $150,000) per Plan year. The
maximum amount which can be withheld is 15%, but is limited to $30,000
(15% of $200,000). Contributions are also subject to other Internal
Revenue Code limitations (including the limits imposed by Internal
Revenue Code Section 415).
Participants direct the investment of their contributions into various
mutual funds offered by the Plan, of which there are currently twenty.
The Company matching contribution is based on the following formula:
Percentage of If the percentage increase in the Corporation's
Recognized Compen- average operating earnings per share for the
sation Contributed most recent five year period is:
------------------ -----------------------------------------------
Less Than 6.00% 9.01% 15.01% Over
6% to 9% to 15% to 20% 20%
--------- ------ ------ ------ ------
The Resulting Employer Matching Contribution
on the First 6% of Employee Savings Will Be:
-----------------------------------------------
1.00% 30% 40% 65% 100% 140%
1.01 to 2.00% 28% 38% 63% 98% 138%
2.01 to 3.00% 26% 36% 61% 96% 136%
3.01 to 4.00% 24% 34% 59% 94% 134%
4.01 to 5.00% 22% 32% 57% 92% 132%
5.01 to 6.00% 20% 30% 55% 90% 130%
6.01 to 15.00% None None None None None
-----------------------------------------------
4
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
1. Description of Plan, Continued
------------------------------
o The percentage increase in the Corporation's average operating
earnings per share is obtained by comparing the average diluted
operating earnings per share for the Corporation for the five years
ending with the calculation year, with the same average for the five
years ending the year prior to the calculation year. Operating
earnings per share are equal to net income per share exclusive of
realized capital gains or losses and extraordinary items and income
taxes applicable thereto.
Company matching contributions are allocated on December 31, and a
Plan participant receives a matching contribution only if:
o the Companies meet certain minimum profit objectives;
o the participant completes 1,000 or more hours of service during
the year; and
o the participant is employed by one of the Companies on December 31
of that year, died or became fully disabled during the year, or
retired during the year after attaining age 65.
Additional amounts from consolidated annual net profits after taxes or
accumulated earnings as the Board of Directors of the Companies may
determine from time to time may be added to the contributions
resulting from the above formula. The amount of the Companies'
contributions are subject to the following limitations:
o No contribution shall be made if the Companies' consolidated
annual net profit before extraordinary items and taxes is less than
$2,500,000.
o No contribution shall be made by any Employer for any fiscal year
which exceeds the maximum amount currently deductible by that
Employer under section 404 of the Internal Revenue Code.
o No contribution shall be made by any Employer for any fiscal year
which would cause its total contribution to exceed the amount of
its annual net profit before taxes and its accumulated earnings.
D. Employee Account
----------------
When a plan participant makes employee contributions, the
contributions are allocated to the mutual fund(s) designated by the
participant. These funds constitute the participants Employee Account
(Participant Directed Account). Earnings inure to each plan
participant's Employee Account on a daily basis, based upon the
performance of the mutual fund(s) that the plan participant selected.
Following termination of service for any reason, a plan participant
receives all amounts in his/her Employee Account.
Participants may make in-service withdrawals from their Employee
Account no more than twice during a plan year. The minimum amount of
an in-service withdrawal shall be the lower of $500 or the balance of
the Participant's Employee Account as of the last day of the prior
plan year. A participant may not withdraw contributions made during
the year of withdrawal as an in-service withdrawal.
E. Company Account
---------------
Each year, the matching contributions and any discretionary
contributions are allocated to the Company Account (Non-participant
Directed Account) of plan participants. If a plan participant
terminates service with the Companies, the amount that he/she receives
from his/her Company Account depends upon his/her vested interest in
such account. A plan participant vests in his/her Company Account
based on his/her "Years of Service," over a six year period.
A plan participant earns a Year of Service for each calendar year
during which he/she completes 1,000 or more hours of service for the
Companies. However, a plan participant will become 100% vested in
his/her
5
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
1. Description of Plan, Continued
------------------------------
Company Account prior to six years of service if:
o the plan participant has reached age 65, or
o termination is caused by death, or
o termination is caused by total and permanent disability which
renders the employee incapable of performing satisfactory service
for the Companies.
Upon meeting any of the above, the participant may elect to receive
his/her benefits in the form of cash or Old Republic International
Corporation common shares (Company stock). If a participant elects a
cash distribution of his/her Company Account, both his/her Company
Account and Employee Account may, at the election of the participant,
be paid:
o in one lump sum, or
o in a direct rollover to an eligible retirement plan specified by
the participant, or
o in substantially equal annual or more frequent installments paid
over a reasonable period of time not to exceed the life expectancy
of the participant or the joint life expectancy of the participant
and his/her spouse or designated beneficiary.
The amount a plan participant receives from his/her Company Account is
also affected by forfeitures and earnings. If a plan participant
terminates service prior to full vesting, the non-vested portion of
his/her Company Account is forfeited. Forfeited amounts are
re-allocated to remaining participants who made employee
contributions, completed 1,000 or more hours of service for the
Companies during the year, and are employed by the Companies on
December 31 or terminated service due to retirement on or after age
65, death, or total and permanent disability. Forfeitures are
allocated based upon the ratio of the plan participant's recognized
compensation to the recognized compensation of all eligible plan
participants. Forfeitures allocated in the 2003 and 2002 plan years
were $66,409 and $2,720,864, respectively.
Effective January 1, 1989, the Tax Reform Act provided that plan
participants who reach age 55 and have 10 years of participation in
the Plan are provided with the option of diversifying a portion of
their Company Account balance out of Company stock and into
alternative investment funds. Participants become eligible to
diversify in the calendar year following the calendar year in which
they attain age 55 and have also completed 10 years of participation.
The following table shows what percentage of a participant's
cumulative Company Account can be diversified:
For the Following Plan Year
During the Election Period
---------------------------
First Plan Year 25.0%
Second Plan Year 25.0%
Third Plan Year 25.0%
Fourth Plan Year 25.0%
Fifth Plan Year 50.0%
Sixth Plan Year 57.5%
Seventh Plan Year 65.0%
Eighth Plan Year 72.5%
Ninth Plan Year 80.0%
Tenth Plan Year 87.5%
Eleventh Plan Year 95.0%
Twelfth Plan Year 100.0%
6
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
1. Description of Plan, Continued
------------------------------
The investment options available for diversification are the same
mutual funds available for investment of Employee contributions.
Diversified funds are included in the Participant Directed Account in
the financial statements.
2. Summary of Accounting Policies
------------------------------
A. Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Plan's administrator 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 additions and deductions during
the reporting period. Actual results can differ from those estimates.
B. Risks and Uncertainties
-----------------------
Besides the investment of matching contributions into common stock of
the Corporation, the Plan provides participants with various
investment alternatives for their savings contributions and or
diversifications. These investment alternatives are made up of various
types of Fidelity Investment's mutual funds which can be equity based,
fixed income based or a combination thereof.
All of the above investment alternatives are exposed to various market
risks including the level of interest rates, economic conditions and
individual credit profiles. Due to these risks and the uncertainty
related to changes in the market value of underlying investment
securities, it is possible that participants' account balances and the
amounts reported in the statements of net assets available for
benefits and the statements of changes in net assets available for
plan benefits could be materially affected.
C. Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value. Shares of mutual
funds are valued at the net asset value of shares held by the Plan at
the valuation date. Old Republic International Corporation common
shares (Company Stock) are traded on a national securities exchange
and are valued at the last reported sales price on the last business
day of the year.
The statements of changes in net assets available for plan benefits
reflect the net appreciation (depreciation) in fair value of the
Plan's investments, which consists of realized gains or losses and the
unrealized appreciation (depreciation) on those investments. Interest
income is recorded as earned and dividend income is recorded as earned
on the ex-dividend date.
7
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
3. Investments
-----------
The following presents investments, the fair value of which are 5
percent or more of Plan assets at December 31:
2003 2002
---------------- ----------------
Mutual Funds:
Fidelity Short-term Bond Fund $ 20,227,405 $ 20,724,891
Old Republic International
Corporation Common
Stock (9,711,635 and
9,685,370** shares,
respectively) 246,287,072* 180,793,564*
* Non-participant directed.
** Adjusted to reflect a 3 for 2 Stock Dividend effective December 30, 2003.
Net appreciation (depreciation) in the fair value of investments is
broken down as follows for the years ended December 31:
2003 2002
---------------- ----------------
Old Republic International Corporation Common Stock $ 64,943,101 $ 966,090
Mutual funds 15,460,922 (11,878,578)
---------------- ----------------
$ 80,404,023 $ (10,912,488)
================ ================
4. Parties in Interest
-------------------
Old Republic International Corporation and participating subsidiaries
are parties in interest. The Plan's Non-Participant Directed Account
(Company Account) is made up of the Corporation's common stock as
noted in Footnote 3. Also, office personnel, space and equipment are
furnished by the Companies at no charge to the Plan.
Inter Capital Corporation of Chicago, an affiliate, is the Plan's
Trustee to whom trustee fees are paid and are not material.
Fidelity Investments Institutional Services Company, Inc. (Fidelity
Investments), a subsidiary of FMR Corporation, is the Plan's
custodian, record keeper and provider of educational information to
plan participants. All mutual funds are managed by subsidiaries of FMR
Corporation, which make FMR Corporation a party in interest. Fees paid
to Fidelity Investments for custodianship, transaction and maintenance
are not material.
5. Termination Priorities
----------------------
Although the Corporation does not have plans to terminate, the
Corporation reserves the right, either with or without formal action,
to terminate the Plan. Each Employer reserves the right to permanently
discontinue its contributions to the Plan. In the event that an
Employer permanently discontinues its contributions to the Plan, or
the Corporation terminates the Plan, or the Plan is partially
terminated under operation of law, the accounts of the affected
participants shall be fully vested and non-forfeitable. In addition,
because the Plan is a defined contribution plan and not a defined
benefit plan, no termination priorities apply to the Plan under ERISA.
8
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
6. Tax Status
----------
The Internal Revenue Service on October 21, 2002, issued a
determination letter stating that the Plan, as amended through
December 7, 2001, was qualified under Section 401 of the Internal
Revenue Code and therefore the Plan was exempt under the provisions of
Section 501(a). The Plan's Sponsor and Tax Counsel believe that the
Plan is designed and is currently being operated in compliance with
the applicable requirements of the Internal Revenue Code.
9
SUPPLEMENTAL SCHEDULES
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
SCHEDULE H, LINE 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, SHARES, PAR OR MATURITY VALUE
--------------------------------------------------------------------------------
(b) RATE OF SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY INTEREST OR MATURITY (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY DATE DIVIDENDS COLLATERAL VALUE COST VALUE
--------------------------------------- ------------------------------------------------------ ------------ ------------
MUTUAL FUNDS:
FIDELITY FUND N/A VARIABLE N/A 319,605 sh ** 8,974,496
FIDELITY EQUITY-INCOME FUND N/A VARIABLE N/A 224,296 sh ** 11,158,716
FIDELITY INVESTMENT GRADE BOND FUND N/A VARIABLE N/A 292,082 sh ** 2,205,221
FIDELITY INTERMEDIATE TERM BOND FUND N/A VARIABLE N/A 280,331 sh ** 2,988,329
FIDELITY CAPITAL & INCOME FUND N/A VARIABLE N/A 140,155 sh ** 1,129,652
FIDELITY VALUE FUND N/A VARIABLE N/A 165,353 sh ** 10,263,470
FIDELITY CASH RESERVES N/A VARIABLE N/A 6,894,596 sh ** 6,894,596
SPARTAN MARKET INDEX FUND N/A VARIABLE N/A 127,873 sh ** 9,795,108
FIDELITY AGGRESSIVE GROWTH FUND N/A VARIABLE N/A 267,572 sh ** 3,994,852
FIDELITY DIVERSIFIED INTERNATIONAL FUND N/A VARIABLE N/A 238,651 sh ** 5,756,254
FIDELITY DIVIDEND GROWTH FUND N/A VARIABLE N/A 581,620 sh ** 15,878,235
FIDELITY SMALL CAP INDEPENDENCE FUND N/A VARIABLE N/A 8,102 sh ** 145,359
FIDELITY MID-CAP STOCK FUND N/A VARIABLE N/A 260,307 sh ** 5,614,830
FIDELITY FREEDOM INCOME FUND N/A VARIABLE N/A 17,471 sh ** 193,755
FIDELITY FREEDOM 2000 FUND N/A VARIABLE N/A 25,879 sh ** 304,850
FIDELITY FREEDOM 2010 FUND N/A VARIABLE N/A 59,659 sh ** 776,761
FIDELITY FREEDOM 2020 FUND N/A VARIABLE N/A 21,031 sh ** 273,824
FIDELITY FREEDOM 2030 FUND N/A VARIABLE N/A 9,739 sh ** 126,122
FIDELITY SHORT-TERM BOND FUND N/A VARIABLE N/A 2,237,545 sh ** 20,227,404
FIDELITY FREEDOM 2040 FUND N/A VARIABLE N/A 3,834 sh ** 28,987
------------
106,730,821
------------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
COMMON STOCK N/A N/A N/A 9,711,635 sh $64,208,767 246,287,072
============ ------------
TOTAL INVESTMENTS HELD $353,017,893
============
Note:
-----
All parties above are "Parties in Interest"
** Participant directed funds.
10
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
SCHEDULE H, LINE 4j-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
------------------------------------------------------------------
(h)
(f) Current Value
(c) (d) (e) Expense (g) of Asset on (i)
(a) (b) Purchase Selling Lease Incurred with Cost of Transaction Net Gain
Identity of Party or Investment Involved Price Price Rental Transaction Asset Date or Loss
---------------------------------------- ----- ----- ------ ----------- ----- ---- -------
Description of Asset
--------------------
Purchases of Investments
------------------------
Old Republic International
Corporation Common Stock
(736,559 shares) $15,705,005 N/A N/A N/A $15,705,005 $15,705,005 -
Sales of Investments
--------------------
Old Republic International
Corporation Common Stock
(710,293 shares) $4,156,160 $15,154,598 N/A N/A $4,156,160 $15,154,598 $10,998,438
Notes: This schedule lists all non-participant directed transactions or series
of transactions which aggregate in excess of 5% of the Fund assets at the
beginning of the current year, as required by the Department of Labor.
Old Republic International Corporation is a "Party in Interest."
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OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
SCHEDULE H, PART IV-TRANSACTIONS DURING THE PLAN YEAR
LINE 4a: SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
---------------------------------------------------------------------------------------------------------------------------
PARTICIPANT CONTRIBUTIONS TOTAL THAT CONSTITUTE
TRANSFERRED LATE TO PLAN @ NONEXEMPT PROHIBITED TRANSACTIONS @
$8,375 $8,375
=========================================== ==========================================================
@ - THE ABOVE CONTRIBUTIONS WERE CORRECTED OUTSIDE VFCP DURING 2003.
Notes:
This schedule lists all nonexempt transactions subject to reporting in Schedule
H, Line 4a of Form 5500.
12