Edgar Filing: OLD REPUBLIC INTERNATIONAL CORP

3Q2014 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q



[x]	Quarterly report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934
	for the quarterly period ended: September 30, 2014 or

[ ]	Transition report pursuant to section 13 or 15(d) of the Security Exchange Act of 1934



Commission File Number:	001-10607

OLD REPUBLIC INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		No. 36-2678171
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)



307 North Michigan Avenue, Chicago, Illinois		60601
(Address of principal executive office)		(Zip Code)

Registrant's telephone number, including area code: 312-346-8100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: x No: o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: x No: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one).



Large accelerated filer x	Accelerated filer o

Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: o No: x



Class		Shares Outstanding September 30, 2014
Common Stock / $1 par value		260,889,104

There are 48 pages in this report



OLD REPUBLIC INTERNATIONAL CORPORATION

Report on Form 10-Q / September 30, 2014

INDEX



		PAGE NO.

PART I	FINANCIAL INFORMATION:

	CONSOLIDATED BALANCE SHEETS	3

	CONSOLIDATED STATEMENTS OF INCOME	4

	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5

	CONSOLIDATED STATEMENTS OF CASH FLOWS	6

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7 - 17

	MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS	18 - 44

	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	45

	CONTROLS AND PROCEDURES	45

PART II	OTHER INFORMATION:

	ITEM 1 - LEGAL PROCEEDINGS	46

	ITEM 1A - RISK FACTORS	46

	ITEM 6 - EXHIBITS	46

SIGNATURE		47

EXHIBIT INDEX		48



Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets
($ in Millions, Except Share Data)
	(Unaudited)
	September 30,			December 31,
	2014			2013
Assets
Investments:
Available for sale:
Fixed maturity securities, at fair value (amortized cost: $7,980.7 and $8,477.3)	$	8,286.8		$	8,712.3
Equity securities, at fair value (cost: $1,229.1 and $632.0)	1,437.3			1,004.2
Short-term investments (at fair value which approximates cost)	1,011.0			1,124.8
Miscellaneous investments	24.3			21.6
Total available for sale	10,759.5			10,863.1
Trading equity portfolio at fair value (cost: $29.4 and $-)	28.2			—
Other investments	5.9			5.3
Total investments	10,793.7			10,868.5
Other Assets:
Cash	219.9			153.3
Securities and indebtedness of related parties	22.2			18.0
Accrued investment income	90.8			87.2
Accounts and notes receivable	1,389.9			1,190.5
Federal income tax recoverable: Current	32.1			114.7
Deferred	50.7			48.4
Prepaid federal income taxes	38.7			—
Reinsurance balances and funds held	162.0			189.2
Reinsurance recoverable: Paid losses	64.9			64.9
Policy and claim reserves	3,421.2			3,150.8
Deferred policy acquisition costs	227.5			192.6
Sundry assets	472.6			455.7
Total Other Assets	6,193.1			5,665.9
Total Assets	$	16,986.8		$	16,534.4
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims, and settlement expenses	$	9,034.9		$	9,433.5
Unearned premiums	1,741.4			1,487.8
Other policyholders' benefits and funds	201.3			207.8
Total policy liabilities and accruals	10,977.7			11,129.2
Commissions, expenses, fees, and taxes	365.6			409.8
Reinsurance balances and funds	542.1			441.9
Debt	965.0			569.2
Sundry liabilities	213.2			209.0
Commitments and contingent liabilities
Total Liabilities	13,063.8			12,759.4
Preferred Stock (1)	—			—
Common Shareholders' Equity:
Common stock (1)	260.8			260.4
Additional paid-in capital	679.7			673.9
Retained earnings	2,690.5			2,485.3
Accumulated other comprehensive income	310.7			378.2
Unallocated ESSOP shares (at cost)	(18.9		)	(23.0		)
Total Common Shareholders' Equity	3,922.9			3,775.0
Total Liabilities, Preferred Stock and Common Shareholders' Equity	$	16,986.8		$	16,534.4

________

(1)

At September 30, 2014 and December 31, 2013, there were 75,000,000 shares of $0.01 par value preferred stock authorized, of which no shares were outstanding. As of the same dates, there were 500,000,000 shares of common stock, $1.00 par value, authorized, of which 260,889,104 and 260,462,217 were issued as of September 30, 2014 and December 31, 2013, respectively. At September 30, 2014 and December 31, 2013, there were 100,000,000 shares of Class B Common Stock, $1.00 par value, authorized, of which no shares were issued.

See accompanying Notes to Consolidated Financial Statements.



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
($ in Millions, Except Share Data)
	Quarters Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
Revenues:
Net premiums earned	$	1,159.0	$	1,163.4	$	3,291.7	$	3,323.6
Title, escrow, and other fees	97.5		108.8		270.2		336.5
Total premiums and fees	1,256.6		1,272.2		3,561.9		3,660.1
Net investment income	86.1		78.9		254.3		237.2
Other income	26.7		23.3		76.4		67.0
Total operating revenues	1,369.4		1,374.6		3,892.7		3,964.4
Realized investment gains (losses):
From sales and fair value adjustments	21.5		4.8		262.8		146.6
From impairments	—		—		—		—
Total realized investment gains (losses)	21.5		4.8		262.8		146.6
Total revenues	1,391.0		1,379.5		4,155.6		4,111.0

Benefits, Claims and Expenses:
Benefits, claims and settlement expenses	643.0		564.8		1,850.9		1,665.4
Dividends to policyholders	3.4		3.3		10.8		11.7
Underwriting, acquisition, and other expenses	617.9		656.0		1,759.3		1,886.3
Interest and other charges	5.1		5.4		16.4		16.8
Total expenses	1,269.6		1,229.7		3,637.5		3,580.3
Income before income taxes (credits)	121.4		149.7		518.0		530.6

Income Taxes (Credits):
Current	6.6		46.0		144.3		75.1
Deferred	28.8		.8		27.2		102.3
Total	35.5		46.8		171.6		177.5

Net Income	$	85.8	$	102.9	$	346.4	$	353.1

Net Income Per Share:
Basic	$	.33	$	.40	$	1.34	$	1.37
Diluted	$	.30	$	.36	$	1.21	$	1.24

Average shares outstanding: Basic	258,607,162		257,098,894		258,423,448		256,906,821
Diluted	295,049,613		293,444,269		294,989,032		292,985,034

Dividends Per Common Share:
Cash	$	.1825	$	.1800	$	.5475	$	.5400

See accompanying Notes to Consolidated Financial Statements.



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
($ in Millions)
	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net Income As Reported	$	85.8		$	102.9		$	346.4		$	353.1

Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Unrealized gains (losses) on securities before
reclassifications	(81.5		)	25.9			169.8			(95.4		)
Amounts reclassified as realized investment
gains in the statements of income	(21.5		)	(4.8		)	(262.8		)	(146.6		)
Pretax unrealized gains (losses) on securities	(103.1		)	21.0			(92.9		)	(242.0		)
Deferred income taxes (credits)	(36.0		)	7.3			(32.6		)	(84.4		)
Net unrealized gains (losses) on securities, net of tax	(67.1		)	13.6			(60.3		)	(157.6		)
Defined benefit pension plans:
Net pension adjustment before reclassifications	—			79.3			—			79.3
Amounts reclassified as underwriting, acquisition,
and other expenses in the statements of income	(.4		)	3.5			(1.4		)	9.4
Net adjustment related to defined benefit
pension plans	(.4		)	82.9			(1.4		)	88.8
Deferred income taxes (credits)	(.1		)	29.0			(.5		)	31.0
Net adjustment related to defined benefit pension
plans, net of tax	(.3		)	53.9			(.9		)	57.7
Foreign currency translation and other adjustments	(5.1		)	2.4			(6.1		)	(5.2		)
Net adjustments	(72.5		)	70.0			(67.4		)	(105.1		)
Comprehensive Income (Loss)	$	13.3		$	172.9		$	278.9		$	247.9

See accompanying Notes to Consolidated Financial Statements.



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
($ in Millions)
	Nine Months Ended
	September 30,
	2014			2013
Cash flows from operating activities:
Net income	$	346.4		$	353.1
Adjustments to reconcile net income to
net cash provided by operating activities:
Deferred policy acquisition costs	(35.0		)	(24.0		)
Premiums and other receivables	(199.7		)	(94.9		)
Unpaid claims and related items	(541.5		)	64.0
Unearned premiums and other policyholders' liabilities	120.5			101.8
Income taxes	109.7			105.8
Prepaid federal income taxes	(38.7		)	—
Reinsurance balances and funds	127.4			63.6
Realized investment (gains) losses	(262.8		)	(146.6		)
Accounts payable, accrued expenses and other	3.7			36.1
Total	(370.0		)	459.0

Cash flows from investing activities:
Fixed maturity securities:
Maturities and early calls	624.4			958.2
Sales	806.1			159.7
Sales of:
Equity securities	557.0			172.5
Other - net	11.5			26.3
Purchases of:
Fixed maturity securities	(943.3		)	(1,494.1		)
Equity securities	(944.4		)	(169.6		)
Other - net	(36.4		)	(28.1		)
Purchase of a business	(2.8		)	(5.1		)
Net decrease (increase) in short-term investments	113.5			115.0
Other - net	(2.2		)	(.4		)
Total	183.3			(265.5		)

Cash flows from financing activities:
Issuance of debentures and notes	395.2			—
Issuance of common shares	5.0			6.1
Redemption of debentures and notes	(4.2		)	(3.7		)
Dividends on common shares	(141.2		)	(138.4		)
Other - net	(1.5		)	(2.3		)
Total	253.2			(138.4		)

Increase (decrease) in cash	66.5			55.0
Cash, beginning of period	153.3			101.2
Cash, end of period	$	219.9		$	156.3

Supplemental cash flow information:
Cash paid (received) during the period for: Interest	$	21.0		$	21.1
Income taxes	$	61.9		$	72.8

See accompanying Notes to Consolidated Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

($ in Millions, Except Share Data)

1. Accounting Policies and Basis of Presentation:

The accompanying consolidated financial statements have been prepared in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). These interim financial statements should be read in conjunction with these notes and those included in the Company's 2013 Annual Report on Form 10-K incorporated herein by reference.

Pertinent accounting and disclosure pronouncements issued from time to time by the FASB are adopted by the Company as they become effective.

The financial accounting and reporting process relies on estimates and on the exercise of judgment. In the opinion of management all adjustments consisting only of normal recurring accruals necessary for a fair presentation of the results have been recorded for the interim periods. Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Necessary reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation.

2. Common Share Data:

Earnings Per Share - Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares actually outstanding for the quarterly and year-to-date periods. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income and the number of shares used in basic and diluted earnings per share calculations.



	Quarters Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
Numerator:
Net income	$	85.8	$	102.9	$	346.4	$	353.1
Numerator for basic earnings per share -
income available to common stockholders	85.8		102.9		346.4		353.1
Adjustment for interest expense incurred on
assumed conversion of convertible notes	3.6		3.6		10.9		10.9
Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversion of convertible notes	$	89.5	$	106.5	$	357.3	$	364.0

Denominator:
Denominator for basic earnings per share -
weighted-average shares (a)	258,607,162		257,098,894		258,423,448		256,906,821
Effect of dilutive securities - stock based
compensation awards	919,271		882,475		1,059,216		628,018
Effect of dilutive securities - convertible senior notes	35,523,180		35,462,900		35,506,368		35,450,195
Denominator for diluted earnings per share -
adjusted weighted-average shares
and assumed conversion of convertible notes (a)	295,049,613		293,444,269		294,989,032		292,985,034
Earnings per share: Basic	$	.33	$	.40	$	1.34	$	1.37
Diluted	$	.30	$	.36	$	1.21	$	1.24

Anti-dilutive common stock equivalents
excluded from earning per share computations:
Stock based compensation awards	6,714,184		7,577,543		6,714,184		8,301,521
Convertible senior notes	—		—		—		—
Total	6,714,184		7,577,543		6,714,184		8,301,521

__________

(a) In calculating earnings per share, pertinent accounting rules require that common shares owned by the Company's Employee Savings and Stock Ownership Plan that are as yet unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding and have the same voting and other rights applicable to all other common shares.

3. Investments:

The Company may classify its invested assets in terms of those assets relative to which it either (1) has the positive intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. As of September 30, 2014 and December 31, 2013, substantially all the Company's invested assets were classified as "available for sale."

Fixed maturity securities and other preferred and common stocks (equity securities) classified as "available for sale" are reported at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities classified as "trading" are also recorded at fair value, however, changes in the fair value of these securities are recognized in earnings as a component of realized investment gains (losses). Fair values for fixed maturity securities and equity securities are based on quoted market prices or estimates using values obtained from independent pricing services as applicable.

The Company reviews the status and fair value changes of each of its available for sale investments on at least a quarterly basis during the year, and estimates of other-than-temporary impairments ("OTTI") in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for OTTI, the Company, in addition to a security's market price history, considers the totality of such factors as the issuer's operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Absent issuer-specific circumstances that would result in a contrary conclusion, any equity security with an unrealized investment loss amounting to a 20% or greater decline for a six month period is considered OTTI. In the event the Company's estimate of OTTI is insufficient at any point in time, future periods' net income (loss) would be adversely affected by the recognition of additional realized or impairment losses, but its financial position would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been recognized previously as unrealized losses in shareholders' equity. The Company recognized no OTTI adjustments for the quarters and nine months ended September 30, 2014 and 2013.

The amortized cost and estimated fair values by type and contractual maturity of fixed maturity securities are shown in the following tables. Expected maturities will differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Fixed Maturity Securities by Type:
September 30, 2014:
U.S. & Canadian Governments	$	1,056.8	$	30.0	$	3.7	$	1,083.1
Tax-exempt	60.2		1.9		.2		61.9
Corporate	6,863.7		299.7		21.6		7,141.7
	$	7,980.7	$	331.7	$	25.7	$	8,286.8
December 31, 2013:
U.S. & Canadian Governments	$	1,133.0	$	36.7	$	8.7	$	1,161.1
Tax-exempt	168.1		3.7		.5		171.3
Corporate	7,176.0		268.1		64.3		7,379.8
	$	8,477.3	$	308.7	$	73.6	$	8,712.3



	Amortized Cost		Estimated Fair Value
Fixed Maturity Securities Stratified by Contractual Maturity at September 30, 2014:
Due in one year or less	$	582.6	$	589.6
Due after one year through five years	3,559.7		3,755.9
Due after five years through ten years	3,638.7		3,729.7
Due after ten years	199.6		211.4
	$	7,980.7	$	8,286.8

A summary of the Company's available for sale equity securities follows:



	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Equity Securities:
September 30, 2014	$	1,229.1	$	212.4	$	4.2	$	1,437.3
December 31, 2013	$	632.0	$	372.7	$	.5	$	1,004.2

The following table reflects the Company's gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in an unrealized loss position. Fair value and issuer's cost comparisons follow:



	12 Months or Less				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2014:
Available for Sale:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	87.9	$	.3	$	132.6	$	3.3	$	220.6	$	3.7
Tax-exempt	3.2		—		6.7		.1		9.9		.2
Corporate	630.6		8.2		577.2		13.4		1,207.8		21.6
Subtotal	721.8		8.7		716.6		16.9		1,438.5		25.7
Equity Securities	177.2		4.2		—		—		177.2		4.2
Total	$	899.1	$	12.9	$	716.6	$	16.9	$	1,615.7	$	29.9

December 31, 2013:
Available for Sale:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	301.7	$	8.7	$	—	$	—	$	301.7	$	8.7
Tax-exempt	10.0		.5		—		—		10.0		.5
Corporate	2,312.2		60.2		47.7		4.1		2,360.0		64.3
Subtotal	2,624.0		69.4		47.7		4.1		2,671.8		73.6
Equity Securities	31.0		.5		—		—		31.0		.5
Total	$	2,655.0	$	70.0	$	47.7	$	4.1	$	2,702.8	$	74.2

At September 30, 2014, the Company held 314 fixed maturity and 13 equity securities in an unrealized loss position, representing 18.5% as to fixed maturities and 13.7% as to equity securities of the total number of such issues it held. At December 31, 2013, the Company held 558 fixed maturity and 5 equity securities in an unrealized loss position, representing 30.8% as to fixed maturities and 7.2% as to equity securities of the total number of such issues it held. Of the securities in an unrealized loss position, 132 and 10 fixed maturity securities and no equity securities, had been in a continuous unrealized loss position for more than 12 months as of September 30, 2014 and December 31, 2013, respectively. The unrealized losses on these securities are primarily attributable to an increase in the interest rate environment. As part of its assessment of other-than-temporary impairments, the Company considers its intent to continue to hold, and the likelihood that it will not be required to sell investment securities in an unrealized loss position until cost recovery, principally on the basis of its asset and liability maturity matching procedures.

Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources ("inputs") used to measure fair value into three broad levels: inputs based on quoted market prices in active markets (Level 1); observable inputs based on corroboration with available market data (Level 2); and unobservable inputs based on uncorroborated market data or a reporting entity's own assumptions (Level 3). Following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.

The Company uses quoted values and other data provided by a nationally recognized independent pricing source as inputs into its quarterly process for determining fair values of its fixed maturity and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparing other sources including the fair value estimates to its knowledge of the current market and to independent fair value estimates provided by the investment custodian. The independent pricing source obtains market quotations and actual transaction prices for securities that have quoted prices in active markets and uses its own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit

risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.

Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, the quoted net asset value ("NAV") mutual funds, and most short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate bonds, municipal bonds, and certain U.S. and Canadian government agency securities. Securities classified within Level 3 include non-publicly traded bonds, short-term investments, and equity securities. There were no significant changes in the fair value of assets measured with the use of significant unobservable inputs as of September 30, 2014 and December 31, 2013.

The following tables show a summary of assets measured at fair value segregated among the various input levels described above:



	Fair Value Measurements
As of September 30, 2014:	Level 1		Level 2		Level 3		Total
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments	$	448.1	$	634.9	$	—	$	1,083.1
Tax-exempt	—		61.9		—		61.9
Corporate	—		7,131.2		10.5		7,141.7
Equity securities	1,435.4		—		1.8		1,437.3
Short-term investments	1,007.1		—		3.8		1,011.0
Trading equity portfolio	$	28.2	$	—	$	—	$	28.2


As of December 31, 2013:
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments	$	478.9	$	682.2	$	—	$	1,161.1
Tax-exempt	—		171.3		—		171.3
Corporate	—		7,369.3		10.5		7,379.8
Equity securities	1,003.4		—		.7		1,004.2
Short-term investments	$	1,120.5	$	—	$	4.2	$	1,124.8

There were no transfers between Levels 1, 2 or 3 during the quarter ended September 30, 2014.

Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed maturity securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. Realized investment gains and losses, which result from sales, write-downs of securities, or changes in the fair value of trading securities, are reflected as revenues in the income statement and are determined on the basis of amortized value at date of sale for fixed maturity securities, and cost in regard to equity securities; such bases apply to the specific securities sold. Unrealized investment gains and losses on available for sale securities, net of any deferred income taxes, are recorded directly as a component of accumulated other comprehensive income in shareholders' equity. At September 30, 2014, the Company and its subsidiaries had no non-income producing fixed maturity securities.

The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the periods shown.



	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Investment income from:
Fixed maturity securities	$	73.1		$	74.1		$	222.8		$	224.7
Equity securities	12.8			5.3			31.4			13.6
Short-term investments	.1			.2			.6			.8
Other sources	.8			.6			2.2			2.0
Gross investment income	87.0			80.3			257.1			241.2
Investment expenses (a)	.8			1.3			2.7			4.0
Net investment income	$	86.1		$	78.9		$	254.3		$	237.2

Realized gains (losses) on:
Fixed maturity securities:
Gains	$	3.7		$	4.5		$	25.0		$	8.5
Losses	—			(8.1		)	(.1		)	(8.2		)
Net	3.7			(3.5		)	24.9			.2

Equity securities & other long-term investments:
Equity securities:
Available for sale	18.6			8.4			237.7			142.5
Trading securities:
Sales	1.0			—			1.4			—
Changes in fair value	(.8		)	—			(1.1		)	—
Other long-term investments	(.9		)	—			(.1		)	3.7
Total realized gains (losses)	21.5			4.8			262.8			146.6
Income taxes (credits)	7.5			1.7			91.9			51.3
Net realized gains (losses)	$	14.0		$	3.1		$	170.8		$	95.2

Changes in unrealized investment gains (losses) on:
Fixed maturity securities	$	(67.8	)	$	(6.7	)	$	70.2		$	(271.6	)
Less: Deferred income taxes (credits)	(23.6		)	(2.3		)	24.5			(94.7		)
	(44.1		)	(4.4		)	45.7			(176.8		)

Equity securities & other long-term investments	(35.2		)	27.8			(163.2		)	29.6
Less: Deferred income taxes (credits)	(12.3		)	9.7			(57.1		)	10.3
	(22.9		)	18.0			(106.1		)	19.2
Net changes in unrealized investment gains (losses)	$	(67.1	)	$	13.6		$	(60.3	)	$	(157.6	)

__________


(a)	Investment expenses consist of personnel costs and investment management and custody service fees, as well as interest incurred on funds held of $.1 and $.5 for the quarters ended September 30, 2014 and 2013, and $.3 and $1.6 for the nine months ended September 30, 2014 and 2013 respectively.

4. Pension Plans:

Prior to December 31, 2013, the Company had two separate pension plans covering a portion of its work force. The plans were the Old Republic International Salaried Employees Retirement Plan (the Old Republic Plan) and the PMA Capital Corporation Pension Plan (the PMA Plan). Effective December 31, 2013, the PMA Plan was merged into the Old Republic Plan. The PMA plan was frozen as of December 31, 2005. The benefit levels in the Old Republic Plan were similarly frozen as of December 31, 2013. Under the terms of the freeze, the plans remain closed to new participants and eligible employees retain all of the vested rights as of the effective date of the freeze, but additional benefits do not accrue thereafter. Plan assets are comprised principally of bonds, common stocks and short-term investments. Cash contributions of $5.0 and $9.2 were made to the pension plan in the third quarter and first nine months of 2014, respectively, and no additional cash contributions are expected to be made in the remaining portion of calendar year 2014.

5. Information About Segments of Business:

The Company is engaged in the single business of insurance underwriting. It conducts its' operations through a number of regulated insurance company subsidiaries organized into three major segments, namely its' General Insurance Group (property and liability insurance), Title Insurance Group, and the Republic Financial Indemnity Group ("RFIG") Run-off Business. The results of a small life & accident insurance business are included with those of the

holding company parent and minor corporate services operations. Each of the Company's segments underwrites and services only those insurance coverages which may be written by it pursuant to state insurance regulations and corporate charter provisions. Segment results exclude net realized investment gains or losses and other-than-temporary impairments as these are aggregated in the consolidated totals. The contributions of Old Republic's insurance industry segments to consolidated totals are shown in the following table.



	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
General Insurance:
Including CCI run-off business:
Net premiums earned	$	713.7		$	652.5		$	2,056.8		$	1,882.0
Net investment income and other income	96.8			84.2			281.0			249.8
Total revenues before realized gains or losses	$	810.6		$	736.7		$	2,337.8		$	2,131.8
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	48.5		$	66.6		$	101.5		$	198.5
Income tax expense (credits) on above	$	14.2		$	18.3		$	29.9		$	61.5

All CCI run-off business:
Net premiums earned	$	7.2		$	7.5		$	21.9		$	22.5
Net investment income and other income	.1			.1			.4			.2
Total revenues before realized gains or losses	$	7.3		$	7.6		$	22.3		$	22.8
Income (loss) before taxes (credits) and
realized investment gains or losses	$	(12.2	)	$	(3.6	)	$	(100.9	)	$	(10.9	)
Income tax expense (credits) on above	$	(4.2	)	$	(1.2	)	$	(35.3	)	$	(3.8	)

Total excluding all CCI run-off business:
Net premiums earned	$	706.5		$	644.9		$	2,034.8		$	1,859.4
Net investment income and other income	96.7			84.1			280.5			249.5
Total revenues before realized gains or losses	$	803.2		$	729.0		$	2,315.4		$	2,108.9
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	60.8		$	70.2		$	202.4		$	209.4
Income tax expense (credits) on above	$	18.5		$	19.6		$	65.2		$	65.3

Title Insurance:
Net premiums earned	$	372.9		$	428.3		$	1,015.1		$	1,176.6
Title, escrow and other fees	97.5			108.8			270.2			336.5
Sub-total	470.4			537.2			1,285.3			1,513.1
Net investment income and other income	8.2			7.3			24.4			21.7
Total revenues before realized gains or losses	$	478.7		$	544.5		$	1,309.8		$	1,534.9
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	28.2		$	36.6		$	59.0		$	98.6
Income tax expense (credits) on above	$	10.0		$	12.7		$	21.3		$	35.0

RFIG Run-off Business:
Excluding CCI run-off business:
Net premiums earned	$	57.6		$	68.9		$	173.4		$	220.5
Net investment income and other income	6.4			9.3			20.6			27.8
Total revenues before realized gains or losses	$	64.0		$	78.3		$	194.1		$	248.4
Income (loss) before taxes (credits) and
realized investment gains or losses	$	22.6		$	40.7		$	96.6		$	83.2
Income tax expense (credits) on above	$	7.9		$	14.2		$	33.8		$	29.1

All CCI run-off business:
Net premiums earned	$	7.2		$	7.5		$	21.9		$	22.5
Net investment income and other income	.1			.1			.4			.2
Total revenues before realized gains or losses	$	7.3		$	7.6		$	22.3		$	22.8
Income (loss) before taxes (credits) and
realized investment gains or losses	$	(12.2	)	$	(3.6	)	$	(100.9	)	$	(10.9	)
Income tax expense (credits) on above	$	(4.2	)	$	(1.2	)	$	(35.3	)	$	(3.8	)

Total RFIG run-off MI and CCI business:
Net premiums earned	$	64.8		$	76.5		$	195.4		$	243.1
Net investment income and other income	6.5			9.4			21.1			28.1
Total revenues before realized gains or losses	$	71.4		$	86.0		$	216.5		$	271.3
Income (loss) before taxes (credits) and
realized investment gains or losses	$	10.4		$	37.0		$	(4.2	)	$	72.2
Income tax expense (credits) on above	$	3.6		$	12.9		$	(1.4	)	$	25.3



	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Consolidated Revenues:
Total revenues of above Company segments	$	1,353.4		$	1,359.6		$	3,841.7		$	3,915.1
Other sources (b)	31.1			29.5			96.7			92.8
Consolidated net realized investment gains (losses)	21.5			4.8			262.8			146.6
Consolidation elimination adjustments	(15.1		)	(14.6		)	(45.7		)	(43.5		)
Consolidated revenues	$	1,391.0		$	1,379.5		$	4,155.6		$	4,111.0

Consolidated Income Before Taxes (Credits):
Total income before income taxes (credits)
and realized investment gains or losses of
above Company segments	$	99.4		$	144.0		$	257.1		$	380.3
Other sources - net (b)	.3			.8			(1.9		)	3.6
Consolidated net realized investment gains (losses)	21.5			4.8			262.8			146.6
Consolidated income before income
taxes (credits)	$	121.4		$	149.7		$	518.0		$	530.6

Consolidated Income Tax Expense (Credits):
Total income tax expense (credits)
for above Company segments	$	32.1		$	45.4		$	85.1		$	125.7
Other sources - net (b)	(4.1		)	(.2		)	(5.5		)	.4
Income tax expense (credits) on consolidated
net realized investment gains (losses)	7.5			1.7			91.9			51.3
Consolidated income tax expense (credits)	$	35.5		$	46.8		$	171.6		$	177.5



	September 30,			December 31,
	2014			2013
Consolidated Assets:
General Insurance	$	14,100.5		$	13,276.6
Title Insurance	1,188.9			1,185.5
RFIG Run-off Business	1,174.9			1,822.3
Total assets for the above company segments	16,464.5			16,284.5
Other assets (b)	1,009.3			549.8
Consolidation elimination adjustments	(487.0		)	(299.9		)
Consolidated assets	$	16,986.8		$	16,534.4

__________

(a)

Income (loss) before taxes (credits) is reported net of interest charges on intercompany financing arrangements with Old Republic's holding company parent for the following segments: General - $7.6 and $24.0 compared to $7.2 and $21.5 for the quarter and nine months ended September 30, 2014 and 2013, respectively, and Title - $1.9 for both quarters ended September 30, 2014 and 2013 and $5.9 for both nine month periods ended September 30, 2014 and 2013.


(b)	Represents amounts for Old Republic's holding company parent, minor corporate services subsidiaries, and a small life and accident insurance operation.

The material increases in mortgage guaranty insurance claims and loss payments that began in 2007 gradually depleted Republic Mortgage Insurance Company's ("RMIC") statutory capital base and forced it to discontinue writing new business. The insurance laws of 16 jurisdictions, including RMIC's and its affiliate company, Republic Mortgage Insurance Company of North Carolina's ("RMICNC") domiciliary state of North Carolina, require a mortgage insurer to maintain a minimum amount of statutory capital relative to risk in force (or a similar measure) in order to continue to write new business. The formulations currently allow for a maximum risk-to-capital ratio of 25 to 1, or alternatively stated, a "minimum policyholder position" ("MPP") of one-twenty-fifth of the total risk in force. The failure to maintain the prescribed minimum capital level in a particular state generally requires a mortgage insurer to immediately stop writing new business until it reestablishes the required level of capital or receives a waiver of the requirement from a state's insurance regulatory authority. RMIC breached the minimum capital requirement during the third quarter of 2010. RMIC had previously requested and, subsequently received waivers or forbearance of the minimum policyholder position requirements from the regulatory authorities in substantially all affected states. Following several brief extensions, the waiver from its domiciliary state of North Carolina expired on August 31, 2011, and RMIC and its sister company, RMICNC, discontinued writing new business in all states and limited themselves to servicing the run-off of their existing business. They were placed under the North Carolina Department of Insurance's ("NCDOI") administrative supervision

the following year and ordered to defer the payment of 50% of all settled claims. The rate of deferred payment obligations ("DPOs") was subsequently reduced to 40% later that year by the NCDOI.

On July 1, 2014, the NCDOI issued a Final Order approving an Amended and Restated Corrective Plan (the "Amended Plan") submitted jointly on April 16, 2014, by RMIC and RMICNC. Under the Amended Plan, RMIC and RMICNC was approved to pay 100% of their DPOs accrued as of June 30, 2014 and settle all subsequent valid claims entirely in cash, without establishing any DPOs. In anticipation of receiving this Final Order, ORI contributed $125.0 in cash and securities to RMIC in June 2014. Both subsidiaries will remain under the supervision of the NCDOI as they continue to operate in run-off mode. The approval of the Amended Plan notwithstanding, the NCDOI retains its regulatory supervisory powers to review and amend the terms of the Amended Plan in the future as circumstances may warrant.

In mid-July 2014, in furtherance of the Final Order, RMIC and RMICNC processed payments of their accumulated DPO balances of approximately $657 relating to fully settled claims charged to periods extending between January 19, 2012 and June 30, 2014.

6. Commitments and Contingent Liabilities:

Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. Other, non-routine legal proceedings which may prove to be material to the Company or a subsidiary are discussed below.

A purported class action lawsuit is pending against the Company's principal title insurance subsidiary, Old Republic National Title Insurance Company ("ORNTIC"), in a federal district court in Pennsylvania (Markocki et al. v. ORNTIC, U.S. District Court, Eastern District, Pennsylvania, filed June 8, 2006). The plaintiffs allege that ORNTIC failed to give consumers reissue and/or refinance credits on the premiums charged for title insurance covering mortgage refinancing transactions, as required by filed rate schedules. The suit also alleges violations of the federal Real Estate Settlement Procedures Act ("RESPA"). A class has been certified in the suit. ORNTIC is challenging the certification based on more recent case precedents.

On December 19, 2008, Old Republic Insurance Company and Republic Insured Credit Services, Inc., ("Old Republic") filed suit against Countrywide Bank FSB, Countrywide Home Loans, Inc. ("Countrywide") and Bank of New York Mellon, BNY Mellon Trust of Delaware ("BNYM") in the Circuit Court, Cook County, Illinois (Old Republic Insurance Company, et al. v. Countrywide Bank FSB, et al.) seeking rescission of various credit indemnity policies issued to insure home equity loans and home equity lines of credit which Countrywide had securitized or held for its own account, a declaratory judgment and money damages based upon systemic material misrepresentations and fraud by Countrywide as to the credit characteristics of the loans or by the borrowers in their loan applications. Countrywide filed a counterclaim alleging a breach of contract, bad faith and seeking a declaratory judgment challenging the factual and procedural bases that Old Republic had relied upon to deny or rescind coverage for individual defaulted loans under those policies, as well as unspecified compensatory and punitive damages. The Court ruled that Countrywide does not have standing to counterclaim with respect to the policies insuring the securitized loans because those policies were issued to BNYM. In response, Countrywide and BNYM jointly filed a motion asking the Court to allow an amended counterclaim in which BNYM would raise substantially similar allegations as those raised by Countrywide and make substantially similar requests but with respect to the policies issued to BNYM. The Court dismissed their motion, with leave to re-plead the counterclaim. BNYM's subsequent attempt to re-plead was granted by the Court.

On November 3, 2010, Bank of America, N.A. ("B of A") filed suit against Old Republic Insurance Company ("ORIC")in the U.S. District Court for the Western District of North Carolina (Bank of America, N.A. v. Old Republic Insurance Company) alleging breach of contract, breach of the duty of good faith and fair dealing and bad faith with respect to ORIC’s handling of certain claims under a policy of credit indemnity insurance issued to B of A. The policy is not related to those issued to Countrywide, which are the subject of the above-noted separate litigation. The B of A suit seeks a declaratory judgment with respect to the interpretation of certain policy terms, B of A’s compliance with certain terms and conditions of the policy, and the propriety of certain positions and procedures taken by ORIC in response to claims filed by B of A. The suit also seeks unspecified money damages, pre and post judgment interest and punitive damages. On January 23, 2012, ORIC filed a counterclaim seeking damages based on B of A's alleged interference with ORIC's subrogation rights. Effective July 1, 2014, the parties entered a confidential settlement agreement. Upon completion of conditions subsequent set out in that agreement, the parties filed a stipulation of voluntary dismissal with prejudice of their respective claims in the lawsuit on July 29, 2014.

On December 31, 2009, two of the Company's mortgage insurance subsidiaries, Republic Mortgage Insurance Company and Republic Mortgage Insurance Company of North Carolina (together "RMIC") filed a Complaint for Declaratory Judgment in the Supreme Court of the State of New York, County of New York, against Countrywide Financial Corporation, Countrywide Home Loans, Inc., The Bank of New York Mellon Trust Company, N.A., BAC Home Loans Servicing, LP, and Bank of America N.A. as successor in interest to Countrywide Bank, N.A. (together "Countrywide")(Republic Mortgage Insurance Company, et al v. Countrywide Financial Corporation, et al). The suit relates to five mortgage insurance master policies (the "Policies") issued by RMIC to Countrywide or to the Bank of New York Mellon Trust Company as co-trustee for trusts containing securitized mortgage loans that were originated or purchased by Countrywide. RMIC has rescinded its mortgage insurance coverage on over 1,500 of the loans originally covered under the Policies based upon material misrepresentations of the borrowers in their loan applications or the negligence of Countrywide in its loan underwriting practices or procedures. Each of the coverage rescissions occurred after a borrower had defaulted and RMIC reviewed the claim and loan file submitted by Countrywide. The suit seeks the Court's review

and interpretation of the Policies' incontestability provisions and its validation of RMIC's investigation procedures with respect to the claims and underlying loan files.

On January 29, 2010, in response to RMIC's suit, Countrywide served RMIC with a demand for arbitration under the arbitration clauses of the same Policies. The demand raises largely the same issues as those raised in RMIC's suit against Countrywide, but from Countrywide's perspective, as well as Countrywide's and RMIC's compliance with the terms, provisions and conditions of the Policies. The demand includes a prayer for punitive, compensatory and consequential damages. RMIC filed a motion to stay the arbitration, and Countrywide filed a motion to dismiss RMIC's lawsuit and to compel the arbitration. On July 26, 2010, the Court granted Countrywide's motion, ordering the matters be submitted to arbitration and dismissing the lawsuit. The arbitration is proceeding.

On December 30, 2011 and on January 4, 2013, purported class action suits alleging RESPA violations were filed in the Federal District Court, for the Eastern District of Pennsylvania targeting RMIC, other mortgage guaranty insurance companies, PNC Financial Services Group (as successor to National City Bank) and HSBC Bank USA, N.A., and their wholly-owned captive insurance subsidiaries. (White, Hightower, et al. v. PNC Financial Services Group (as successor to National City Bank) et al.), (Ba, Chip, et al. v. HSBC Bank USA, N.A., et al.). The lawsuits are two of twelve against various lenders, their captive reinsurers and the mortgage insurers, filed by the same law firms, all of which were substantially identical in alleging that the mortgage guaranty insurers had reinsurance arrangements with the defendant banks' captive insurance subsidiaries under which payments were made in violation of the anti-kickback and fee splitting prohibitions of Sections 8(a) and 8(b) of RESPA. Ten of the twelve suits have been dismissed. The remaining suits seek unspecified damages, costs, fees and the return of the allegedly improper payments. A class has not been certified in either suit and RMIC has filed motions to dismiss the cases.

On May 16, 2013, Bank of America, N.A. ("B of A") filed a demand for arbitration with the American Arbitration Association against both Republic Mortgage Insurance Company and Republic Mortgage Insurance Company of North Carolina (together, "RMIC") under the arbitration provisions of the RMIC Master Policy of mortgage guaranty insurance issued to B of A. The demand relates to RMIC's denials of certain claims and rescissions of coverage as to other claims. B of A alleges RMIC's actions were in breach of contract, in breach of RMIC's duty of good faith and fair dealing and in bad faith. The allegations are substantially similar to those raised by B of A's affiliates, Countrywide Financial Corporation and Countrywide Home Loans, Inc. in their arbitration demand against RMIC. B of A is a plaintiff in that proceeding as well, in its capacity as successor in interest to Countrywide Bank, N.A. B of A's demand requests a declaratory judgment with respect to the interpretation of certain policy provisions, B of A's compliance with certain terms and conditions of the policy, and the propriety of certain coverage positions and claims administration procedures of RMIC. The demand also seeks unspecified money damages, punitive, compensatory and consequential damages, interest, attorneys' fees and costs. The arbitration is proceeding.

On August 26, 2014, Bank of America, N.A. ("B of A") filed suit against both Republic Mortgage Insurance Company and Republic Mortgage Insurance Company of North Carolina (together, "RMIC") in the General Court of Justice, Superior Court Division for Mecklenburg County, North Carolina. The complaint arises in connection with a RMIC bulk mortgage guaranty insurance policy issued to B of A and several RMIC traditional primary mortgage guaranty insurance policies issued to correspondent lenders from whom B of A acquired loans or servicing rights on loans for which certificates of insurance were issued under such policies. The complaint relates to RMIC's denials and curtailments of certain claims and rescissions and cancellations of coverage as to other claims. B of A alleges RMIC's actions were in breach of contract, in breach of RMIC's duty of good faith and fair dealing and in bad faith. The allegations are substantially similar to those asserted by B of A in the May 16, 2013 American Arbitration Association arbitration demand against RMIC, and relate to loans that were dismissed from that proceeding. B of A's demand requests a declaratory judgment with respect to the interpretation of certain policy provisions, B of A's compliance with certain terms and conditions of the policy, and the propriety of certain coverage positions and claims administration procedures of RMIC. The demand also seeks money damages, punitive, compensatory and consequential damages, interest, attorneys' fees and costs.

On October 9, 2014, Intellectual Ventures I LLC and Intellectual Ventures II LLC (collectively, "IV") served a complaint naming as defendants Old Republic National Title Insurance Company, Old Republic Title Insurance Group, Inc., Old Republic Insurance Company and Old Republic General Insurance Group, Inc. (collectively, "Old Republic")(Intellectual Ventures I LLC et al. v. Old Republic General Insurance Group, Inc. et al.). The lawsuit is pending in the United States District Court for the Western District of Pennsylvania. IV alleges that Old Republic has infringed three patents and seeks damages, costs, expenses, and pre-judgment and post-judgment interest for the alleged infringement, in addition to injunctive relief. On October 14, 2014, Old Republic filed a motion to dismiss each count of the complaint on the grounds that the patents fail to meet the patentability test established by the United States Supreme Court in Alice Corp. Pty. Ltd. v. CLS Bank, 134 S.Ct. 2347 (2014).

Under GAAP, an estimated loss is accrued only if the loss is probable and reasonably estimable. The Company and its subsidiaries have defended and intend to continue defending vigorously against each of the aforementioned actions. The Company does not believe it probable that any of these actions will have a material adverse effect on its consolidated financial position, results of operations, or cash flows, though there can be no assurance in those regards. The Company has made an estimate of its potential liability under certain of these lawsuits, the counterclaim, and the arbitration, all of which seek unquantified damages, attorneys' fees, and expenses. Because of the uncertainty of the ultimate outcomes of the aforementioned disputes, additional costs may arise in future periods beyond the Company's current reserves. It is also unclear what effect, if any, the run-off operations of RMIC and its limited capital will have in the actions against it.