Edgar Filing: OLD REPUBLIC INTERNATIONAL CORP

f10ka1.htm

As in effect

3/1/61

FORM 10-K/A1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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

(Exact name of registrant as specified in charter)

AMENDMENT NO. 1

The undersigned registrant hereby amends the following items, financial statements,

exhibits or other portions of its ANNUAL REPORT FOR 2007 on Form 10-K as set

forth in the pages attached hereto: (List all such items, financial statements, exhibits or

other portions amended:

SEE INDEX

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:

March 31, 2008

By:

/s/ Karl W. Mueller

(Signature)

Karl W. Mueller

Senior Vice President and

Chief Financial Officer

Total Pages: 14

INDEX

FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES

Schedule

Summary of Investments - Other than Investments in Related Parties as of

December 31, 2007

Schedule

Condensed Financial Information of Registrant as of December 31, 2007 and 2006

and for the years ended December 31, 2007, 2006, and 2005

Schedule

III

Supplementary Insurance Information for the years ended December 31, 2007,

2006 and 2005

Schedule

Reinsurance for the years ended December 31, 2007, 2006 and 2005

Schedule

Valuation and Qualifying Accounts for the years ended December 31, 2007, 2006

and 2005

Schedule

Supplemental Information Concerning Property - Casualty Insurance Operations

for the years ended December 31, 2007, 2006 and 2005

Schedules other than those listed are omitted for the reason that they are not required, are not applicable or

that equivalent information has been included in the financial statements, notes thereto, or elsewhere herein.

EXHIBITS

(23) Consent of Independent Registered Public Accounting Firm

(28) Consolidated Schedule P. (*)

* Not covered by the Report of Independent Registered Public Accounting Firm.

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Report of Independent Registered Public Accounting Firm on

Financial Statement Schedules

To the Board of Directors and Shareholders of

Old Republic International Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 25, 2008 appearing in the Annual Report on Form 10-K for the year ended December 31, 2007 of Old Republic International Corporation also included an audit of the financial statement schedules listed in the accompanying index of this Form 10-K/A. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 25, 2008

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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
As of December 31, 2007
($ in Thousands)


		Column A		Column B		Column C		Column D
								Amount at
						Fair		which shown
Type of investment				Cost (1)		Value		in balance sheet

Available for sale:
	Fixed maturity securities:
		United States Government and government
			agencies and authorities	$	526,298	$	550,899	$	550,899
		States, municipalities and political subdivisions			2,328,760		2,354,573		2,354,573
		Foreign government			170,500		172,115		172,115
		Public utilities			985,205		987,833		987,833
		Corporate, industrial and all other			3,301,533		3,318,215		3,318,215
					7,312,299	$	7,383,637		7,383,637
	Equity securities:
		Non-redeemable preferred stocks			407	$	413		413
		Common stocks:
			Public utilities		426		424		424
			Banks, trusts and insurance companies		547,358		524,527		524,527
			Industrial, miscellaneous and all other		41,554		48,050		48,050
			Indexed mutual funds		217,650		268,725		268,725
					807,395	$	842,138		842,138
	Short-term investments				462,660				462,660
	Miscellaneous investments				64,716				64,716
			Total		8,647,070				8,753,153
	Other investments				8,102				8,102
			Total Investments	$	8,655,172			$	8,761,255





Note: (1) Represents original cost of equity securities, and as to fixed maturities, original cost reduced by repayments and
		adjusted for amortization of premium or accrual of discount.


















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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Thousands)

		December 31,
		2007		2006

Assets:

Bonds and notes		$	10,500	$	10,500
Cash			---		454
Short-term investments			36,405		2,686
Investments in, and indebtedness of related parties			4,575,940		4,488,684
Other assets			36,667		37,157
	Total Assets	$	4,659,513	$	4,539,483

Liabilities and Common Shareholders' Equity:

Liabilities:
Accounts payable and accrued expenses		$	52,177	$	36,221
Debt and debt equivalents			---		114,997
Indebtedness to affiliates and subsidiaries			65,733		19,050
Commitments and contingent liabilities
	Total Liabilities		117,910		170,268

Common Shareholders' Equity:
Common stock			233,038		231,047
Additional paid-in capital			344,442		319,529
Retained earnings			3,900,193		3,773,977
Accumulated other comprehensive income			93,327		44,659
Treasury stock (at cost)			(28,399)		---
	Total Common Shareholders' Equity		4,541,602		4,369,214
	Total Liabilities and Common Shareholders' Equity	$	4,659,513	$	4,539,483





















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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Thousands)

		Years Ended December 31,
		2007		2006		2005

Revenues:
Investment income from subsidiaries		$	22,461	$	15,396	$	11,378
Real estate and other income			4,185		3,909		3,865
Realized investment gains			---		---		3
Other investment income			2,168		1,036		981
	Total revenues		28,814		20,343		16,228

Expenses:
Interest -- subsidiaries			3,076		1,047		712
Interest -- other			3,722		8,155		8,155
Real estate and other expenses			3,360		3,208		3,269
General expenses, taxes and fees			13,980		12,437		10,916
	Total expenses		24,140		24,849		23,054
Revenues, net of expenses			4,673		(4,506)		(6,826)

Federal income taxes (credits)			1,664		(1,547)		(2,376)
Income (loss) before equity in earnings of subsidiaries			3,008		(2,958)		(4,449)

Equity in Earnings of Subsidiaries:
	Dividends received		175,855		362,330		287,275
	Earnings in excess of dividends		93,602		105,471		268,595

Net Income		$	272,466	$	464,842	$	551,420
























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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Thousands)

			Years Ended December 31,
			2007		2006		2005

Cash flows from operating activities:
	Net income		$	272,466	$	464,842	$	551,420
	Adjustments to reconcile net income to net cash
	provided by operating activities:
		Accounts receivable		70		982		146
		Income taxes - net		17,088		(6,922)		(3,461)
		Excess of equity in net income of subsidiaries
		over dividends received		(93,602)		(105,471)		(268,595)
		Realized investment gains		---		---		(3)
		Accounts payable, accrued expenses and other		(644)		(14,681)		(2,846)
	Total			195,377		338,749		276,660

Cash flows from investing activities:
	Sales of fixed maturity securities			---		---		1,103
	Sales of other investments			---		---		473
	Purchases of fixed assets for company use			(627)		(1,056)		(1,670)
	Net repayment (issuance) of notes receivable with related parties			65,894		(243,859)		19,869
	Net decrease (increase) in short-term investments			(33,718)		17,680		(13,164)
	Total			31,548		(227,236)		6,612

Cash flows from financing activities:
	Net issuance (repayment) of notes and loans to related parties			46,130		(105)		(42)
	Issuance of preferred and common stock			15,052		18,987		18,493
	Redemption of debentures and notes			(115,000)		---		---
	Dividends on common shares			(145,447)		(135,841)		(300,723)
	Purchase of treasury stock			(28,399)		---		---
	Other - net			283		2,543		---
	Total			(227,379)		(114,416)		(282,271)

Increase (decrease) in cash				(454)		(2,903)		1,000
Cash, beginning of year				454		3,357		2,356
Cash, end of year			$	---	$	454	$	3,357















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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements of Old Republic International Corporation should be read in conjunction with the consolidated financial statements and notes thereto of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.

Note 1 - Summary of Significant Accounting Policies

Old Republic International Corporation’s condensed financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management 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 revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Old Republic International Corporation has appropriately classified its net repayment (issuance) of notes receivable with related parties as an investing activity in the Statements of Cash Flows for 2007 and 2006 and has made conforming revisions to the 2005 period.

Note 2 - Debt

Old Republic International Corporation has access to the commercial paper market through a wholly-owned subsidiary for up to $300.0 million of which $240.0 million remains unused as of December 31, 2007. The average yield of the commercial paper outstanding at December 31, 2007 and 2006 was 5.09% and 5.51%, respectively. Old Republic International Corporation had publicly traded 7% debentures which matured in 2007. These debentures had a carrying value of $114.9 million as of December 31, 2006.

Note 3 - Investments in Consolidated Subsidiaries

Old Republic International Corporation’s investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends and dividends received are recorded as separate line items in the condensed statements of income.

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	OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
	SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
	For the years ended December 31, 2007, 2006 and 2005
	($ in Thousands)

	Column A				Column B	Column C	Column D	Column E	Column F	Column G	Column H	Column I	Column J	Column K


								Other			Benefits,
					Deferred	Losses, Claims		Policy- holders'			Claims, Losses	Amortization of Deferred
					Policy Acquisition	and Settlement	Unearned	Benefits and	Premium	Net Investment	and Settlement	Policy Acquisition	Other Operating	Premiums
	Segment				Costs	Expenses	Premiums	Funds	Revenue	Income	Expenses	Costs	Expenses	Written

	Year Ended December 31, 2007:
		Insurance Underwriting:
			General Insurance Group		$158,564	$3,279,734	$931,940	$85,901	$2,155,150	$260,851	$1,461,483	$340,215	$218,273	$2,112,055
			Mortgage Insurance Group		42,958	644,962	79,866	---	518,278	79,009	615,810	39,532	63,460	542,938
			Title Insurance Group		---	296,943	---	1,770	638,580	27,329	56,007	---	837,282	638,580
			Corporate & Other (1)		44,997	24,754	---	64,242	77,036	12,755	32,947	22,840	24,751	78,471
			Reinsurance Recoverable (2)		---	1,984,715	170,411	38,308	---	---	---	---	---	---
				Consolidated	$246,520	$6,231,110	$1,182,218	$190,222	$3,389,045	$379,946	$2,166,248	$402,588	$1,143,768	$3,372,045


	Year Ended December 31, 2006:
		Insurance Underwriting:
			General Insurance Group		$174,621	$3,022,670	$955,842	$87,386	$1,902,112	$221,599	$1,254,229	$305,832	$176,989	$2,022,801
			Mortgage Insurance Group		46,053	249,584	55,206	---	444,317	74,302	189,927	40,342	71,157	454,015
			Title Insurance Group		---	304,106	---	1,670	733,622	26,984	58,160	---	918,123	733,622
			Corporate & Other (1)		44,227	21,666	---	61,953	74,122	18,739	37,383	20,859	41,078	73,147
			Reinsurance Recoverable (2)		---	1,936,675	198,432	37,650	---	---	---	---	---	---
				Consolidated	$264,901	$5,534,703	$1,209,480	$188,661	$3,154,175	$341,626	$1,539,699	$367,034	$1,207,347	$3,283,588


	Year Ended December 31, 2005:
		Insurance Underwriting:
			General Insurance Group		$141,575	$2,507,076	$825,799	$86,129	$1,805,209	$197,076	$1,206,859	$319,504	$141,223	$1,889,361
			Mortgage Insurance Group		50,341	214,844	45,508	---	429,567	70,120	159,708	41,486	71,104	432,557
			Title Insurance Group		---	295,808	---	1,748	757,203	26,024	64,863	---	955,003	757,203
			Corporate & Other (1)		48,111	19,937	---	63,282	70,325	16,918	34,063	18,908	45,804	71,249
			Reinsurance Recoverable (2)		---	1,902,193	167,999	37,665	---	---	---	---	---	---
				Consolidated	$240,028	$4,939,860	$1,039,306	$188,825	$3,062,305	$310,139	$1,465,494	$379,898	$1,213,135	$3,150,371

				Note:
	(1) Represents amounts for Old Republic's holding company parent, minor corporate services subsidiaries and a small life & health insurance operation.
	(2) Statement of Financial Accounting Standards (FAS) No. 113 "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts" eliminates the reporting of assets and liabilities relating to reinsured contracts net of reinsurance ceded balances. Accordingly, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $2.1 billion at December 31, 2007, December 31, 2006, and December 31, 2005. FAS No. 113 does not have any effect on the Company's results of operations.

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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
For the years ended December 31, 2007, 2006 and 2005
($ in Thousands)

Column A				Column B		Column C		Column D		Column E		Column F

												Percentage
						Ceded		Assumed				of amount
				Gross		to other		from other		Net		assumed
				amount		companies		companies		amount		to net

Year Ended December 31, 2007:
	Life insurance in force			$	13,873,438	$	7,064,891	$	---	$	6,808,547	---	%

	Premium Revenues:
		General Insurance		$	2,644,705	$	663,017	$	173,463	$	2,155,150	8.0	%
		Mortgage Insurance			612,733		94,921		467		518,278	0.1
		Title Insurance			635,931		64		2,712		638,580	0.4
		Life and Health Insurance:
			Life insurance		32,878		15,624		---		17,254	---
			Accident and health insurance		74,941		15,159		---		59,781	---
		Total Life & Health Insurance			107,820		30,783		---		77,036	---
		Consolidating adjustments			---		---		---		---	---
	Consolidated			$	4,001,190	$	788,788	$	176,643	$	3,389,045	5.2	%


Year Ended December 31, 2006:
	Life insurance in force			$	14,536,463	$	7,539,546	$	---	$	6,996,917	---	%

	Premium Revenues:
		General Insurance		$	2,345,442	$	474,084	$	30,754	$	1,902,112	1.6	%
		Mortgage Insurance			524,729		81,022		609		444,317	0.1
		Title Insurance			729,633		101		4,091		733,622	0.6
		Life and Health Insurance:
			Life insurance		35,378		15,896		---		19,481	---
			Accident and health insurance		68,681		14,041		---		54,640	---
		Total Life & Health Insurance			104,059		29,937		---		74,122	---
		Consolidating adjustments			---		---		---		---	---
	Consolidated			$	3,703,865	$	585,145	$	35,455	$	3,154,175	1.1	%


Year Ended December 31, 2005:
	Life insurance in force			$	15,226,144	$	7,937,659	$	---	$	7,288,485	---	%

	Premium Revenues:
		General Insurance		$	2,291,915	$	522,680	$	35,974	$	1,805,209	2.0	%
		Mortgage Insurance			508,093		79,336		809		429,567	0.2
		Title Insurance			753,732		101		3,572		757,203	0.5
		Life and Health Insurance:
			Life insurance		36,357		15,943		---		20,413	---
			Accident and health insurance		62,688		12,777		1		49,912	---
		Total Life & Health Insurance			99,045		28,721		1		70,325	---
		Consolidating adjustments			---		(1)		(1)		---	---
	Consolidated			$	3,652,787	$	630,837	$	40,356	$	3,062,305	1.3	%


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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2007, 2006 and 2005
($ in Thousands)

Column A			Column B		Column C				Column D		Column E

							Charged
			Balance		Charged to		to Other					Balance
			Beginning of		Costs		Accounts -		Deductions -			at End of
Description			Period		Expenses		Describe		Describe			Period

Year Ended December 31, 2007:
	Deducted from Asset Accounts:
		Reserve for unrecoverable reinsurance	$	30,222	$	(1,509)	$	---	$	---	$	28,712


Year Ended December 31, 2006:
	Deducted from Asset Accounts:
		Reserve for unrecoverable reinsurance	$	36,813	$	(6,591)	$	---	$	---	$	30,222


Year Ended December 31, 2005:
	Deducted from Asset Accounts:
		Reserve for unrecoverable reinsurance	$	45,652	$	(8,838)	$	---	$	---	$	36,813
































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	OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
	SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING PROPERTY-CASUALTY INSURANCE OPERATIONS
	For the years ended December 31, 2007, 2006 and 2005
	($ in Thousands)

	Column A		Column B	Column C	Column D	Column E	Column F	Column G	Column H		Column I	Column J	Column K

				Reserves					Claims and Claim
				for Unpaid	Discount,				Adjustment Expenses		Amortization of Deferred	Paid
			Deferred	Claims	If Any,				Incurred Related to		Policy	Claims
		Affiliation With	Policy Acquisition	and Claim Adjustment	Deducted in	Unearned	Earned	Net Investment	Current	Prior	Policy Acquisition	and Claim Adjustment	Premiums
		Registrant	Costs	Expenses	Column C	Premiums	Premiums	Income	Year	Years	Costs	Expenses	Written
	Year Ended December 31, 2007:
	(a)	Consolidated property-casualty
		entities(1)	$158,564	$3,279,734	$148,571	$931,940	$2,155,150	$260,851	$1,562,843	($110,687)	$340,215	$1,195,092	$2,112,055
	(b)	Unconsolidated property-casualty
		subsidiaries(2)
	(c)	Proportionate share of registrant
		and its subsidiaries' 50%-or-less
		owned property-casualty equity
		investees(2)
			$158,564	$3,279,734	$148,571	$931,940	$2,155,150	$260,851	$1,562,843	($110,687)	$340,215	$1,195,092	$2,112,055

	Year Ended December 31, 2006:
	(a)	Consolidated property-casualty
		entities(1)	$174,621	$3,022,670	$151,065	$955,842	$1,902,112	$221,599	$1,363,791	($116,881)	$305,832	$731,313	$2,022,801
	(b)	Unconsolidated property-casualty
		subsidiaries(2)
	(c)	Proportionate share of registrant
		and its subsidiaries' 50%-or-less
		owned property-casualty equity
		investees(2)
			$174,621	$3,022,670	$151,065	$955,842	$1,902,112	$221,599	$1,363,791	($116,881)	$305,832	$731,313	$2,022,801

	Year Ended December 31, 2005:
	(a)	Consolidated property-casualty
		entities(1)	$141,575	$2,507,076	$138,301	$825,799	$1,805,209	$197,076	$1,254,488	($52,969)	$319,504	$964,205	$1,889,361
	(b)	Unconsolidated property-casualty
	subsidiaries(2)
	(c)	Proportionate share of registrant
		and its subsidiaries' 50%-or-less
		owned property-casualty equity
		investees(2)
			$141,575	$2,507,076	$138,301	$825,799	$1,805,209	$197,076	$1,254,488	($52,969)	$319,504	$964,205	$1,889,361

	Note: (1) See note (2) to Schedule III.
	(2) These amounts are immaterial and have, therefore, been omitted from this schedule.




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