SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 11-K
-------------
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 For the Fiscal Year Ended December 31, 2004
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 For the transition period from ____________ to ___________
Commission File Number: 001-10607
---------
-------------
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
-------------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
Total Pages: 17
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 Years Ended December 31, 2004 and 2003
---------------
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
---------------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
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, 2004 and 2003 2
Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 2004 and 2003 3
Notes to Financial Statements 4-9
Supplemental Schedules:
Schedule of Assets (Held 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.
SIGNATURES
----------
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.
OLD REPUBLIC INTERNATIONAL CORPORATION EMPLOYEES
SAVINGS AND STOCK OWNERSHIP PLAN, Registrant
By /s/ A.C. Zucaro
--------------------------------------
A.C. Zucaro, Member of the
Administration Committee
Dated: June 28, 2005
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 opnion, 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 Old Republic International Corporation Employees Savings and Stock
Ownership Plan (the "Plan") at December 31, 2004 and 2003, and the changes in
net assets available for benefits for the years then ended in confirmity 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 signficiant 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 Reitrement 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
opnion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 20, 2005
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2004 and 2003
--------------------------------
2004
---------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------- -------------------
ASSETS
Investments, at fair value:
Old Republic International Corporation
Common shares $ - $ 238,024,071 $ 238,024,071
Mutual funds 121,310,729 - 121,310,729
----------------- ------------------- -------------------
121,310,729 238,024,071 359,334,800
Contributions receivable from employers - 5,758,729 5,758,729
Funds in course of settlement 75,116 - 75,116
----------------- ------------------- -------------------
$ 121,385,845 $ 243,782,800 $ 365,168,645
================= =================== ===================
LIABILITIES AND NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Unpaid anti-discrimination refunds $ 1,295,189 $ - $ 1,295,189
Unpaid administrative expenses - 6,788 6,788
----------------- ------------------- -------------------
Total liabilities 1,295,189 6,788 1,301,977
----------------- ------------------- -------------------
Net assets available for plan benefits:
Allocated to participants 120,090,656 243,776,012 363,866,668
----------------- ------------------- -------------------
Total net assets available for plan benefits 120,090,656 243,776,012 363,866,668
----------------- ------------------- -------------------
$ 121,385,845 $ 243,782,800 $ 365,168,645
================= =================== ===================
The accompanying notes are an integral part of the financial statements.
2
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2004 and 2003
--------------------------------
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 from employers - 5,531,530 5,531,530
Funds in course of settlement - - -
----------------- ------------------- -------------------
$ 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.
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, 2004 and 2003
----------------------------------------------
2004
---------------------------------------------------------------
Participant Non-Participant
Directed Directed Combined
Account Account Account
----------------- ------------------- -------------------
Additions:
Employer contributions $ - $ 5,761,498 $ 5,761,498
Employee contributions 15,971,885 - 15,971,885
Interfund transfers 3,183,955 (3,183,955) -
Interest income 1,824 10,000 11,824
Dividend income 2,858,917 4,831,293 7,690,210
Net appreciation (depreciation) in
fair value of investments 6,772,210 (976,441) 5,795,769
----------------- ------------------- -------------------
28,788,791 6,442,395 35,231,186
----------------- ------------------- -------------------
Deductions:
Termination and withdrawal benefits 12,689,396 14,360,374 27,049,770
Anti-discrimination refunds 1,295,189 - 1,295,189
Administrative expenses 68,143 118,769 186,912
----------------- ------------------- -------------------
14,052,728 14,479,143 28,531,871
----------------- ------------------- -------------------
NET ADDITIONS (DEDUCTIONS) 14,736,063 (8,036,748) 6,699,315
Net assets available for plan benefits,
beginning of year 105,354,593 251,812,760 357,167,353
----------------- ------------------- -------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ 120,090,656 $ 243,776,012 $ 363,866,668
================= =================== ===================
The accompanying notes are an integral part of the financial statements.
3
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, 2004 and 2003
----------------------------------------------
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.
3
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------------
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
------------------------------
* 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:
* the Companies meet certain minimum profit objectives;
* the participant completes 1,000 or more hours of service during
the year; and
* 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:
* No contribution shall be made if the Companies' consolidated
annual net profit before extraordinary items and taxes is less
than $2,500,000.
* 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.
* 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:
* the plan participant has reached age 65, or
* termination is caused by death, or
* 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:
* in one lump sum, or
* in a direct rollover to an eligible retirement plan specified by
the participant, or
* 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 2004 and 2003 plan years
were $116,772 and $66,409, 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.
D. Termination and Withdrawal Benefit Payments
-------------------------------------------
Termination and withdrawal benefit payments are recorded upon
distribution.
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:
2004 2003
-------------- --------------
Mutual Funds:
Fidelity Short-term Bond Fund $ 18,843,716 $ 20,227,405
Old Republic International
Corporation Common
Stock (9,408,066 and
9,711,635 shares,
respectively) 238,024,071* 246,287,072*
* Non-participant directed.
Net appreciation (depreciation) in the fair value of investments is broken
down as follows for the years ended December 31:
2004 2003
-------------- --------------
Old Republic International
Corporation Common Stock $ (976,441) $ 64,943,101
Mutual funds 6,772,210 15,460,922
-------------- --------------
$ 5,795,769 $ 80,404,023
============== ==============
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 ($36,000 per annum) are paid.
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 were
$131,745 and $115,920 during 2004 and 2003, respectively.
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.
7. Anti-discrimination Refunds
---------------------------
Due to limits imposed by Internal Revenue Code Section 415 and ERISA,
tests are performed annually to determine that the Plan has not
discriminated between highly compensated employees and non- highly
compensated employees. In most years, initial tests indicate that there is
an excess differential between contributions by highly compensated
employees and non-highly compensated employees. To bring the Plan into
compliance, a determination is made as to how much contributions need to
be returned to highly compensated employees so the Plan can meet the
"Actual Contribution Percentage Test for Non-excludable Employees." This
amount represents the anti-discrimination refunds payable at any given
year-end.
8. Subsequent Event
----------------
Effective January 1, 2005, the Plan is closed to new employees hired after
December 31, 2004, and to former employees who are rehired after that
date. Closure of the Plan to "new entrants" does not affect participation
in the Plan or the eligibility to continue accruing retirement benefits
based on future earnings and credited service for participants in the Plan
on December 31, 2004. For participants in the Plan on December 31, 2004,
benefits under the Plan remain unchanged as will the benefits being paid
to retirees or future retirees. This change only affects employees hired
or rehired after December 31, 2004, pursuant to the terms of the Plan. For
rehired former employees, the change will not affect their benefits earned
through their original termination date.
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, 2004
(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 316,739 sh ** 9,464,172
FIDELITY EQUITY-INCOME FUND N/A VARIABLE N/A 240,642 sh ** 12,701,078
FIDELITY INVESTMENT GRADE BOND FUND N/A VARIABLE N/A 339,806 sh ** 2,558,738
FIDELITY INTERMEDIATE TERM BOND FUND N/A VARIABLE N/A 313,572 sh ** 3,298,779
FIDELITY CAPITAL & INCOME FUND N/A VARIABLE N/A 184,289 sh ** 1,560,924
FIDELITY VALUE FUND N/A VARIABLE N/A 185,853 sh ** 13,249,468
FIDELITY CASH RESERVES N/A VARIABLE N/A 7,392,242 sh ** 7,392,242
SPARTAN MARKET INDEX FUND N/A VARIABLE N/A 145,591 sh ** 12,136,463
FIDELITY AGGRESSIVE GROWTH FUND N/A VARIABLE N/A 277,938 sh ** 4,613,772
FIDELITY DIVERSIFIED INTERNATIONAL FUND N/A VARIABLE N/A 274,138 sh ** 7,851,304
FIDELITY DIVIDEND GROWTH FUND N/A VARIABLE N/A 575,599 sh ** 16,398,828
FIDELITY SMALL CAP INDEPENDENCE FUND N/A VARIABLE N/A 25,333 sh ** 499,558
FIDELITY MID-CAP STOCK FUND N/A VARIABLE N/A 273,926 sh ** 6,423,573
FIDELITY FREEDOM INCOME FUND N/A VARIABLE N/A 32,073 sh ** 361,468
FIDELITY FREEDOM 2000 FUND N/A VARIABLE N/A 28,506 sh ** 344,351
FIDELITY FREEDOM 2010 FUND N/A VARIABLE N/A 187,470 sh ** 2,553,342
FIDELITY FREEDOM 2020 FUND N/A VARIABLE N/A 46,885 sh ** 654,514
FIDELITY FREEDOM 2030 FUND N/A VARIABLE N/A 16,879 sh ** 237,650
FIDELITY SHORT-TERM BOND FUND N/A VARIABLE N/A 2,098,409 sh ** 18,843,716
FIDELITY FREEDOM 2040 FUND N/A VARIABLE N/A 20,168 sh ** 166,791
-------------
121,310,729
-------------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
COMMON STOCK N/A N/A N/A 9,408,066 sh $69,561,020 238,024,071
=========== -------------
TOTAL INVESTMENTS HELD $359,334,800
=============
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, 2004
------------------------------------------------------------------
(h)
(f) Current Value
(a) (b) (c) (d) (e) Expense (g) of Asset on (i)
Identity of Party or Purchase Selling Lease Incurred with Cost of Transaction Net Gain
Investment Involved Price Price Rental Transaction Asset Date or Loss
------------------- ----- ----- ------ ------------- ------- ------------- --------
Description of Asset
--------------------
Purchases of Investments
------------------------
Old Republic International
Corporation Common Stock
(441,916 shares) $10,630,904 N/A N/A N/A $10,630,904 $10,630,904 -
Sales of Investments
--------------------
Old Republic International
Corporation Common Stock
(745,486 shares) N/A $17,917,463 N/A N/A $ 5,293,922 $17,917,463 $12,623,541
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."
11
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, 2004
--------------------------------------------------------------------------------------------------------------------------
PARTICIPANT CONTRIBUTIONS TOTAL THAT CONSTITUTE
TRANSFERRED LATE TO PLAN @ NONEXEMPT PROHIBITED TRANSACTIONS @
-------------------------- -----------------------------------
$44,388 $44,388
========================================== =========================================================
Employee contributions withheld
from employee wages on July 30,
2004 but not transferred to the
Plan nor allocated to partici-
pant's accounts until August 24, 2004.
@ - THE ABOVE CONTRIBUTIONS WERE CORRECTED OUTSIDE THE VOLUNTARY
FIDUCIARY CORRECTION PROGRAM (VFCP) DURING 2004.
Notes:
------
This schedule lists all nonexempt transactions subject to reporting in Schedule
H, Line 4a of Form 5500.
12