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. 4
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 2002 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: May 5, 2003 By: /s/ John S. Adams
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(Signature)
John S. Adams
Senior Vice President and
Chief Financial Officer
Total Pages: 13
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 Fiscal Year Ended December 31, 2002
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GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
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OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committee has duly caused this annual report to be signed on behalf of the
undersigned, thereunto duly authorized.
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN, Registrant
By, /s/ Hugh H. Fugleberg
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Hugh H. Fugleberg, Plan Committee Member
By, /s/ Michael P. Krehbiel
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Michael P. Krehbiel, Plan Committee Member
By, /s/ R.S. Rager
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R. Scott Rager, Plan Committee Member
By, /s/ Gaylen L. TenHulzen
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Gaylen L. TenHulzen, Plan Committee Member
By, /s/ Scott A. Wilson
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Scott A. Wilson, Plan Committee Member
Dated: March 31, 2003
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
for the years ended December 31, 2002 and 2001
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
Index to Financial Statements
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Page No.
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2002 and 2001 3
Notes to Financial Statements 4 - 7
Supplemental Schedule:
Schedule of Assets (Held at End of Year) 8
REPORT TO INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of the
Great West Casualty Company Profit Sharing 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 Great West Casualty Company Profit Sharing Plan (the "Plan") at December
31, 2002 and 2001, and the changes in net assets available for benefits for the
years then ended 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 resonsibility is to express an opnion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material missstatement. 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 opnion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 Regultions for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opnion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ PricewaterhouseCoopers LLP
March 31, 2003
Chicago, Illinois
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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December 31,
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2002 2001
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ASSETS:
Investments, at fair value:
Old Republic International Corporation (ORI) common stock $3,863,575 $3,964,812
Pooled separate accounts 15,091,701 17,799,243
Participant loans 901,456 831,903
Investments, at contract value:
CGLIC general account 17,286,025 16,089,882
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Net assets available for benefits $37,142,757 $38,685,840
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The accompanying notes are an integral part of these financial statements.
2
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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Years Ended December 31,
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2002 2001
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Additions:
Contributions:
Employer $2,722,353 $2,445,479
Employee 1,377,321 1,071,128
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Total contributions 4,099,674 3,516,607
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Investment Income (Loss):
Interest from CGLIC general account 735,677 833,457
Dividends from ORI common stock 83,698 77,281
Net appreciation (depreciation) of ORI common stock 47,555 (498,511)
Net investment loss from pooled separate accounts (3,571,746) (2,305,869)
Interest from participant loans 69,010 74,633
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Total investment loss (2,635,806) (1,819,009)
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Total additions 1,463,868 1,697,598
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Deductions:
Benefits paid to participants 2,936,111 2,950,313
Administrative expenses 6,117 5,969
Participant loans 64,723 76,285
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Total deductions 3,006,951 3,032,567
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Net decrease (1,543,083) (1,334,969)
Net assets available for benefits:
Beginning of year 38,685,840 40,020,809
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End of year $37,142,757 $38,685,840
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The accompanying notes are an integral part of these financial statements.
3
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the Great West Casualty Company Profit
Sharing 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 profit-sharing plan sponsored by Great West
Casualty Company (the "Company"), covering all eligible employees of the
Company, as well as its affiliates. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
(b) Contributions and Participant Accounts
Participants may contribute 1/2% to 15% of their annual wages to the Plan. In
2002 and 2001, the Company made matching contributions to the Plan equal to 25%
of the first 6% of the employees' pre-tax contribution amount. Participants may
elect to have their contributions invested in any one or more of seventeen
separate investment funds. The Company may also contribute an additional,
nonmatching amount out of its current or accumulated profits, if any, as
determined by the Company.
Each participant's account is credited with the participant's contributions and
an allocation of (a) the Company's contributions as described above and (b) Plan
earnings. Allocations are based on participant account balances as defined. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
(c) Eligibility and Vesting
Under the terms of the Plan, an employee shall become eligible for inclusion in
the Plan 30 days following the first day he/she completes an hour of service and
upon reaching age 21. An employee shall become eligible for employer
discretionary contributions upon reaching age 21 and after completion of 1,000
hours of service in any one Plan year, beginning with the date of hire. Minimum
age for vesting service is 18 years.
All employee and employer matching contributions are immediately 100% vested.
Participants become fully vested in the value of the discretionary contributions
after 7 years of credited service for participants starting before January 1,
2002, and after 6 years of credited service for participants starting on or
after January 1, 2002.
4
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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NOTE 1 - DESCRIPTION OF PLAN, Continued
(d) 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, 2002 and 2001, include funds totaling $896,800 and $3,713,505,
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.
(e) Forfeitures
All forfeitures are segregated until the employee has attained a break(s) in
service totaling five years. At that time, forfeitures are allocated pro-rata to
each participant account according to their respective earnings for that year.
There were unallocated assets of $1,189,695 and $1,123,029, respectively at
December 31, 2002 and 2001, related to these forfeitures.
(f) Loans
Participants may elect to borrow from the Plan based upon specified conditions.
A participant may have two outstanding loans at any time. Minimum single loan
amount is $1,000. In no case shall the aggregate amount loaned to a participant
exceed the lesser of the following: (a) $50,000 reduced by the excess of the
highest outstanding balance of loans from the Plan during the one year period
ending on the date before the date of the loan to the participant; or (b) 50% of
the participant's vested account balance. The interest rate on such loans is the
prime rate as declared in the Wall Street Journal plus 1%. Principal and
interest is repaid ratably through bi-weekly payroll deductions.
(g) Administrative Expenses
The Company provides administrative support for the Plan and pays for certain
administrative and trustee fees.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of
accounting.
(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 disclosure 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, and 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
5
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
(c) Risks and Uncertainties (continued)
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
The Plan has a contract with Connecticut General Life Insurance Company (CGLIC),
where CGLIC maintains contributions in a contractholder's account and such
contributions are allocated to seventeen 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 CGLIC general account is included in the financial statements at contract
value. The other separate investment funds are included in the financial
statements at fair market value at December 31, 2002 and 2001, as reported to
the Plan by CGLIC. Realized investment gains and losses in the separate
investment funds are recognized in the year of sale. Four pooled separate
accounts are included in the financial statements at market value at December
31, 2002 and 2001, and are no longer investment options.
ORI common stock is stated at the closing market value on the last business day
of the year. 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.
NOTE 3 - ASSETS GREATER THAN 5% OF PLAN ASSETS
Investments that represent 5% or more of plan assets at December 31, 2002 and
2001, are as follows:
December 31,
2002 2001
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CIGNA Guaranteed Long-Term Account $17,286,025 $16,089,883
Pooled CIGNA Stock Market Index Account 3,134,410 3,884,971
Pooled CIGNA Separate Account - Fidelity Advisor Growth Opportunities Account - 2,790,017
ORI Stock Account 3,863,575 3,964,812
Pooled CIGNA Separate Account - Janus Worldwide Account 1,962,879 2,701,165
Pooled CIGNA Separate Account - Small Value I Berger 2,265,084 2,892,789
Pooled CIGNA Separate Account - Large Value Levin & Co 2,551,863 -
Pooled CIGNA Separate Account - Alliance Balanced Shares Fund 2,314,641 -
NOTE 4 - TAX STATUS
The Internal Revenue Service has issued a determination letter, dated October
23, 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
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
6
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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NOTE 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.
NOTE 6 - RELATED PARTY TRANSACTIONS
The ORI stock account is invested in common or preferred stock of Old Republic
International Corporation, the ultimate parent of the Company.
7
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
December 31, 2002
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SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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Contract/
Current
Description Value
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CIGNA Guaranteed Long-Term Account Long-term investment fund $17,286,025
CIGNA Stock Market Index Account Short-term investment fund 3,134,410
ORI Stock Account Common Stock 3,863,575
CIGNA Separate Account - Janus Worldwide Account Pooled separate account 1,962,879
CIGNA Separate Account - Corporate Bond Fund Pooled separate account 501,449
CIGNA Separate Account - Small Value I Berger Pooled separate account 2,265,084
CIGNA Separate Account - Janus Account Pooled separate account 619,460
CIGNA Separate Account - LG Cap Value/John A. Levin & Co. Fund Pooled separate account 2,551,863
CIGNA Separate Account - Alliance Balanced Shares Fund Pooled separate account 2,314,641
CIGNA Separate Account - Oakmark Select Fund Pooled separate account 559,142
CIGNA Separate Account - Mid Cap Growth/Artisan Partners Pooled separate account 961,129
CIGNA Separate Account - Small Cap Growth/TimesSquare Fund Pooled separate account 107,720
CIGNA Separate Account - Lifetime 20 Pooled separate account 474
CIGNA Separate Account - Lifetime 30 Pooled separate account 5,340
CIGNA Separate Account - Lifetime 40 Pooled separate account 51,188
CIGNA Separate Account - Lifetime 50 Pooled separate account 56,862
CIGNA Separate Account - Lifetime 60 Pooled separate account 60
Participant Loans Participant loans, interest rates
range from 5.75% to 10.50% 901,456
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Total Assets Held For Investment $37,142,757
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