As in effect
3/1/61
FORM 10K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Sections 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 3
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 2003 on Form
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10-K as set forth in the pages attached hereto: (List all such items, financial
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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
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(Registrant)
Date: June 28, 2004 By: /s/ John S. Adams
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(Signature)
John S. Adams
Senior Vice President and
Chief Financial Officer
Total Pages: 12
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Years Ended December 31, 2003 and 2002
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BITUMINOUS 401(k) SAVINGS PLAN
(Formerly Known as BITCO Savings Plan)
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OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee Members have duly caused this annual report to be signed on behalf of
the undersigned, thereunto duly authorized.
BITUMINOUS 401(K) SAVINGS PLAN, Registrant
By /s/ Greg Ator
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Greg Ator, Committee Member
By /s/ Janine Happ
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Janine Happ, Committee Member
By /s/ Robert Rainey
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Robert Rainey, Committee Member
Dated: June 28, 2004
BITUMINOUS 401(k) SAVINGS PLAN
Index to Financial Statements
Page No.
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits at
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 - 7
Supplemental Schedule:
Schedule of Assets (Held at End of Year) 8
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Bituminous 401(k) Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Bituminous 401(k) Savings 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). 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 schedule of assets (held
at end of year) as of December 31, 2003 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has 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 28, 2004
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
2003 2002
ASSETS ---- ----
Investments, at fair value:
Old Republic International Corporation common stock $6,444,652 $4,935,427
Pooled separate accounts 12,537,950 9,751,089
Participant loans 379,906 306,128
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Net assets available for benefits $19,362,508 $14,992,644
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The accompanying notes are an integral part of these financial statements.
2
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the years ended December 31, 2003 and 2002
2003 2002
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Additions:
Contributions:
Employer $221,089 $192,123
Employee 1,116,857 1,004,889
Rollover 43,555 16,946
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Total contributions 1,381,501 1,213,958
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Investment income (loss):
Dividends from ORI common stock 273,568 117,816
Net investment gain (loss) from pooled separate accounts 1,848,701 (1,355,807)
Net appreciation of common stock 1,623,735 68,038
Interest from participant loans 21,130 23,855
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Total investment income (loss) 3,767,134 (1,146,098)
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Total additions 5,148,635 67,860
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Deductions:
Benefits paid to participants 765,291 833,969
Administrative expenses 8,886 8,841
Participant loans distributed 4,594 6,186
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Total deductions 778,771 848,996
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Net increase (decrease) 4,369,864 (781,136)
Net assets available for benefits:
Beginning of year 14,992,644 15,773,781
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End of year $19,362,508 $14,992,644
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The accompanying notes are an integral part of these financial statements.
3
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following description of the Bituminous 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
A. General
The Plan is a defined contribution plan covering substantially all of
the employees of Bituminous Casualty Corporation (the "Company"), who
prior to October 1, 1997, had completed one year of service, attained
age twenty-one and had completed 1,000 hours of service during the 12
month period commencing on their date of hire or during a plan year.
Subsequent to October 1, 1997, employees are eligible to participate in
the plan on the last to occur: (A) date of hire or (B) the start of the
payroll period in which the employee attains age twenty-one.
Participation in the Plan is optional. If an employee does not elect to
join the Plan on the first date he/she is eligible to do so, he/she may
join the plan at the start of any subsequent payroll period. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA), as amended.
B. Contributions
Participants may contribute up to 12 percent of their annual
compensation on a before-tax basis. The Company provides a matching
contribution equal to 25 percent of the participant's contribution on
the first 6 percent of earnings. Participants may elect to have their
voluntary contributions invested in any one or more of the ten Pooled
Separate Accounts as well as the ORI Stock Account. Company matching
contributions are invested in the same manner as participant's have
elected for their contributions.
C. Participant Accounts
Each participant's account is credited with the participant's
contributions, an allocation of the Company's contribution and Plan
earnings. The Pooled Separate Accounts are each divided into units of
participation. When an amount is allocated or transferred to the Pooled
Separate Accounts, the number of units is increased and when an amount
is withdrawn from the Pooled Separate Accounts, the number of units is
decreased. Such increase or decrease in the number of units is
determined by dividing the amount allocated to or withdrawn from the
Pooled Separate Accounts by the then current Pooled Separate Account
unit value. Cash dividends received with respect to Old Republic
International Corporation ("ORI") stock previously credited to
participants shall be applied to purchase additional shares of ORI stock
in the ORI Stock Account. Such dividends and the additional shares
(including fractional shares) subsequently purchased with the dividends
shall be allocated and credited to the accounts of participants, pro
rata, according to the shares (including fractional shares) credited to
the accounts of participants on the applicable dividend record date. Any
ORI stock received as a stock split or stock dividend or as a result of
a reorganization or recapitalization of ORI shall be allocated and
credited to the accounts of participants in proportion to the ORI stock
previously credited to their accounts.
4
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (continued)
D. Vesting
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Participants are immediately vested in the
remainder of their accounts upon death, disability, attainment of normal
retirement age or based on the participant's number of years of service
using the following table for the years ended December 31, 2003 :
Years of Service Vested Percentage
Fewer than 1 0%
1 10%
2 20%
3 40%
4 60%
5 80%
6 or More 100%
E. Payment of Benefits
On termination of service, retirement, or death, a participant or
his/her beneficiary may elect to leave funds in the Plan or receive
either a single-sum payment or purchase of a single premium life annuity
contract. Net assets at December 31, 2003 and 2002, include funds
totaling $2,827,863 and $2,599,793, respectively, which represent the
account balance of retired and terminated participants who have elected
to leave the funds in the Plan upon retirement or termination.
F. Forfeitures
All forfeitures are segregated annually. At that time, forfeitures are
used as an offset to the Company's matching contribution. There were
unallocated assets of $0 and $14,708 at December 31, 2003 and 2002,
respectively, related to these forfeitures.
G. Participant Loans
Participants may elect to borrow from their accounts a maximum amount
equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer to (from) the investment
account from (to) the Participant Loans account. Loan terms shall not
extend beyond five years. The loans are secured by the balance in the
participant's account and bear interest at a rate which is based on the
prevailing prime rate as published in The Wall Street Journal on the
first business day of the month in which the loan is made plus one
percentage point. Interest rates range from 5.00 percent to 10.50
percent. Principal and interest are paid ratably through bi-weekly
payroll deductions.
H. Administrative Expenses
It is the policy of the Company to provide administrative support to the
Plan and to pay for certain administrative and trustee fees.
5
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies
A. Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting. The Plan presents in the statements of changes in
net assets available for benefits the net appreciation (depreciation) in
the fair value of the ORI Stock Account, which consists of realized
gains or losses and the unrealized appreciation (depreciation) of this
investment.
B. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and disclosures of
contingent assets and liabilities at the date of the financial
statements and the changes in net assets available for benefits during
the reporting period. Actual results could differ from those estimates.
C. Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, or other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is possible that changes in risks in the near term could materially
affect participants' account balances and the amounts reported in the
statement of net assets available for benefits and the statement of
changes in net assets available for benefits.
D. Investments
ORI stock is stated at the closing market value on the last business day
of the year.
The Plan has a group annuity contract with Connecticut General Life
Insurance Company (CGLIC), where CGLIC maintains contributions in a
contract holder's account and such contributions are allocated to ten
Pooled Separate investment funds according to participant elections. The
accounts are credited with earnings on the underlying investments and
charged for Plan benefits paid and deductions for investment expenses,
risk, profit and annual management fees charged by CGLIC. The Pooled
Separate Accounts are included in the financial statements at fair value
at December 31, 2003 and 2002, as reported to the Plan by CGLIC.
Realized investment gains and losses in the Pooled Separate investment
funds are recognized in the year of sale.
6
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. Assets Greater Than 5% of Plan Assets
Investments that represent 5% or more of plan assets at December 31,
2003 and 2002, are as follows:
December 31,
2003 2002
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CIGNA S&P 500 Index $1,651,106 $1,137,295
TimesSquare Short-term Bond Fund 3,413,406 3,391,837
CIGNA Balanced I Fund / Wellington Management Co. 1,614,716 1,309,991
CIGNA Large Cap Value/John A. Levin & Co. Fund 1,562,673 1,045,037
ORI Stock Account 6,444,652 4,935,427
CIGNA Small Cap Value/Perkins, Wolf, McDonnell Fund 1,144,596 -
4. Tax Status
The Internal Revenue Service has issued a determination letter, dated
May 29, 2002, stating that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has
been amended since receiving the determination letter. However, the
Plan's Committee Members still believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants shall become 100 percent vested in their
accounts and are entitled to a distribution of their account balances.
6. Related-Party Transactions
The ORI stock account is invested in common or preferred stock of ORI,
the ultimate parent of the Company.
7
BITUMINOUS 401(K) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Description of investment Contract/
Identity of issue including interest rate current value
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CIGNA S&P 500 Index Pooled separate account $1,651,105
TimesSquare Short-term Pooled separate account 3,413,406
Bond Fund
CIGNA Balanced I Fund / Pooled separate account 1,614,716
Wellington Management Co.
CIGNA Large Cap Growth / Pooled separate account 568,509
Goldman Sachs Fund
CIGNA Large Cap Value / Pooled separate account 1,562,673
John A. Levin & Co. Fund
CIGNA Small Cap Value / Pooled separate account 1,144,596
Perkins, Wolf, McDonnell Fund
CIGNA Small Cap Growth / Pooled separate account 754,099
TimesSquare Fund
CIGNA Global Value / Pooled separate account 283,244
Morgan Stanley Fund
State Street Global Advisors Pooled separate account 716,694
Intermediate Bond Account
INVESCO Dynamics Account Pooled separate account 828,908
ORI Stock Account * Common stock 6,444,652
Participant loans, interest
rates range from
5.00% to 10.50% 379,906
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$19,362,508
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* Party in interest
8