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 2003 on
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Form 10-K as set forth in the pages attached hereto: (List all such
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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
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(Registrant)
Date: June 24, 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, 2003
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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
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
for the years ended December 31, 2003 and 2002
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
Index to Financial Statements
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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
Note: Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 that have not been included herein are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator 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, 2003 and 2002, and the changes in net assets available for benefits for the
year ended December 31, 2003 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) 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 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 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 opnion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricwaterhouseCoopers LLP
June 22, 2004
Chicago, Illinois
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002 2
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December 31,
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2003 2002
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ASSETS:
Investments, at fair value:
Old Republic International Corporation common stock $5,582,464 $3,863,575
Pooled separate accounts 22,012,240 15,091,701
Participant loans 1,233,171 901,456
Investment, at contract value:
CGLIC general account 17,662,263 17,286,025
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Net assets available for benefits $46,490,138 $37,142,757
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The accompanying notes are an integral part of these financial statements.
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 3
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Years Ended December 31,
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2003 2002
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Additions:
Contributions:
Employer $3,005,941 $2,722,353
Employee 1,610,463 1,377,321
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Total contributions 4,616,404 4,099,674
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Investment Income:
Interest from CGLIC general account 552,935 735,677
Dividends from ORI common stock 225,611 83,698
Net appreciation of ORI common stock 1,345,475 47,555
Net investment gain (loss) from pooled separate accounts 4,300,289 (3,571,746)
Interest from participant loans 74,175 69,010
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Total investment income (loss) 6,498,485 (2,635,806)
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Total additions 11,114,889 1,463,868
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Deductions:
Benefits paid to participants 1,746,849 2,936,111
Administrative expenses 7,574 6,117
Participant loans 13,085 64,723
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Total deductions 1,767,508 3,006,951
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Net increase (decrease) 9,347,381 (1,543,083)
Net assets available for benefits:
Beginning of year 37,142,757 38,685,840
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End of year $46,490,138 $37,142,757
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The accompanying notes are an integral part of these financial statements.
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 4
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NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the Great West Casualty Company Profit
Sharing Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement 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 from time to time.
(b) Contributions and Participant Accounts
Participants may contribute 1/2% to 15% of their annual wages to the Plan. In
2003 and 2002, 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 fifteen
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 contribution 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 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 6 years of credited service.
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 5
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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, 2003 and 2002, include funds totaling $1,585,785 and $896,800,
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 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 $1,134,307 and $1,189,695, respectively at
December 31, 2003 and 2002, 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 interest. The interest rate on such loans is the prime
rate as declared in the Wall Street Journal plus 1%. Principal and interest are
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.
(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
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 6
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
(c) Risks and Uncertainties (continued)
term would 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 and all related separate accounts are included in the
financial statements at contract value, (which represent contributions made
under the contract, plus earnings, less withdrawals and administrative expenses)
because they are fully benefit responsive. For example, participants may
ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. There are no reserves against contract value for
credit risk of the contract issuer or otherwise. The fair value of the
investment contract at December 31, 2003 and 2002 was $17,662,263 and
$17,286,025, respectively. The average yield and crediting interest rates were
approximately 3.3% and 5.5% for 2003 and 2002, respectively. The crediting
interest rate is based on an agreed-upon formula with the issuer and is
evaluated every six months. Investment income is recorded on the accrual basis.
Dividends on stocks are credited to income on the ex-dividend date. Realized
investment gains and losses in the separate investment funds are recognized in
the year of sale.
Old Republic International Corporation (ORI) common stock is stated at fair
value based on quoted 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 the 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 are as follows:
December 31,
2003 2002
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Pooled CIGNA Guaranteed Long-Term Account $17,662,263 $17,286,025
Pooled CIGNA Stock Market Index Account 4,111,872 3,134,410
ORI Stock Account 5,582,464 3,863,575
Pooled CIGNA Separate Account - Janus Worldwide Account - 1,962,879
Pooled CIGNA Separate Account - Small Value I Berger 3,196,493 2,265,084
Pooled CIGNA Separate Account - Large Value Levin & Co 3,604,137 2,551,863
Pooled CIGNA Separate Account - Alliance Balanced CL Account 3,001,549 2,314,641
Pooled CIGNA Separate Account - International Blend/Bank of Ireland 2,331,379 -
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.
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 7
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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.
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2003 8
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
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(e) Contract/
Current
(a) (b) Identity of Issue (c) Description (d) Cost Value
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* CIGNA Guaranteed Long-Term Account Long-term investment fund ** $17,662,263
* CIGNA Stock Market Index Account Short-term investment fund ** 4,111,872
* ORI Stock Account Common Stock ** 5,582,464
* CIGNA Separate Account- Corporate Bond Fund Pooled separate account ** 883,946
* CIGNA Separate Account- Small Value I Berger Pooled separate account ** 3,196,493
* CIGNA Separate Account- LG Cap Value/John A. Levin & Co. Fund Pooled separate account ** 3,604,137
* CIGNA Separate Account- Alliance Balanced Shares Fund Pooled separate account ** 3,001,549
* CIGNA Separate Account- Oakmark Select Fund Pooled separate account ** 1,101,729
* CIGNA Separate Account- Mid Cap Growth/Artisan Partners Pooled separate account ** 1,253,336
* CIGNA Separate Account- Small Cap Growth/TimesSquare Fund Pooled separate account ** 386,883
* CIGNA Separate Account- Lifetime 20 Pooled separate account ** 86,044
* CIGNA Separate Account- Lifetime 30 Pooled separate account ** 129,804
* CIGNA Separate Account- Lifetime 40 Pooled separate account ** 656,010
* CIGNA Separate Account- Lifetime 50 Pooled separate account ** 233,129
* CIGNA Separate Account- Lifetime 60 Pooled separate account ** 130,449
* CIGNA Separate Account- LG Cap Growth/Moran Stanley Pooled separate account ** 905,480
* CIGNA Separate Account- International Blend/Bank of Ireland Pooled separate account ** 2,331,378
* Participants Loans Participant loans, interest rates
range from 5.00% to 10.50% 1,233,171
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*Party in interest
**Cost data has been omitted as all investments are participant directed.
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/ Vickie Hirchert
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Vickie Hirchert, 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 16, 2004