Edgar Filing: OLD REPUBLIC INTERNATIONAL CORP

2006 FORM 10-K/A

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 2006 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 28, 2007

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	I	-	Summary of Investments - Other than Investments in Related Parties as of
			December 31, 2006

Schedule	II	-	Condensed Financial Information of Registrant as of December 31, 2006 and 2005
			and for the years ended December 31, 2006, 2005, and 2004

Schedule	III	-	Supplementary Insurance Information for the years ended December 31, 2006,
			2005 and 2004

Schedule	IV	-	Reinsurance for the years ended December 31, 2006, 2005 and 2004

Schedule	V	-	Valuation and Qualifying Accounts for the years ended December 31, 2006, 2005
			and 2004

Schedule	VI	-	Supplemental Information Concerning Property - Casualty Insurance Operations
			for the years ended December 31, 2006, 2005 and 2004

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, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated February 28, 2007 appearing in the 2006 Annual Report to the Shareholders of Old Republic International Corporation (which report , consolidated financial statements and assessment appear in the Annual Report on Form 10-K) 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 28, 2007

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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, 2006
($ 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		$	559,184	$	564,084	$	564,084
		States, municipalities and political subdivisions				2,234,194		2,229,593		2,229,593
		Foreign government				149,529		150,649		150,649
		Public utilities				936,498		923,883		923,883
		Corporate, industrial and all other				2,994,445		2,964,423		2,964,423
						6,873,850	$	6,832,634		6,832,634
	Equity securities:
		Non-redeemable preferred stocks				965	$	1,002		1,002
		Common stocks:
			Public utilities			14,692		17,398		17,398
			Banks, trusts and insurance companies			94,859		138,120		138,120
			Industrial, miscellaneous and all other			424,265		512,604		512,604
						534,781	$	669,124		669,124
	Short-term investments					493,656				493,656
	Miscellaneous investments					52,759				52,759
			Total			7,955,046				8,048,174

Held to maturity:
	Other investments					7,971				7,971
			Total			7,971				7,971
				Total Investments	$	7,963,017			$	8,056,146





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,
		2006		2005

Assets:

Bonds and notes		$	10,500	$	10,500
Cash			454		3,357
Short-term investments			2,686		20,366
Investments in, and indebtedness of related parties			4,488,684		4,131,283
Other assets			37,157		32,726
	Total Assets	$	4,539,483	$	4,198,234

Liabilities and Common Shareholders' Equity:

Liabilities:
Accounts payable and accrued expenses		$	36,221	$	40,050
Debt and debt equivalents			114,997		114,990
Indebtedness to affiliates and subsidiaries			19,050		19,137
Commitments and contingent liabilities
	Total Liabilities		170,268		174,178

Common Shareholders' Equity:
Common stock			231,047		229,575
Additional paid-in capital			319,529		288,660
Retained earnings			3,773,977		3,444,975
Accumulated other comprehensive income			44,659		60,844
	Total Common Shareholders' Equity		4,369,214		4,024,055
	Total Liabilities and Common Shareholders' Equity	$	4,539,483	$	4,198,234

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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,
		2006		2005		2004

Revenues:
Investment income from subsidiaries		$	15,396	$	11,378	$	5,833
Real estate and other income			3,909		3,865		4,000
Realized investment gains			---		3		---
Other investment income			1,036		981		582
	Total Revenues		20,343		16,228		10,416

Expenses:
Interest -- subsidiaries			1,047		712		352
Interest -- other			8,155		8,155		8,155
Real estate and other expenses			3,208		3,269		2,872
General expenses, taxes and fees			12,437		10,916		11,622
	Total Expenses		24,849		23,054		23,002
Revenues, net of expenses			(4,506)		(6,826)		(12,586)

Federal income tax credits			(1,547)		(2,376)		(4,473)
Loss before equity in earnings of subsidiaries			(2,958)		(4,449)		(8,113)

Equity in Earnings of Subsidiaries:
	Dividends received		362,330		287,275		186,380
	Earnings in excess of dividends		105,471		268,595		256,743

Net Income		$	464,842	$	551,420	$	435,010

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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Thousands)

			Years Ended December 31,
			2006		2005		2004

Cash flows from operating activities:
	Net income		$	464,842	$	551,420	$	435,010
	Adjustments to reconcile net income to net cash
	provided by operating activities:
		Accounts receivable		982		146		(1,350)
		Income taxes - net		(6,922)		(3,461)		9,992
		Excess of equity in net income of subsidiaries
		over dividends received		(105,471)		(268,595)		(256,743)
		Realized investment gains		---		(3)		---
		Accounts payable, accrued expenses and other		(14,681)		(2,846)		1,443
	Total			338,749		276,660		188,352

Cash flows from investing activities:
	Sales of fixed maturity securities			---		1,103		---
	Sales of other investments			---		473		10
	Purchases of fixed assets for company use			(1,056)		(1,670)		(503)
	Net repayment (issuance) of notes receivable with related parties			(243,859)		19,869		(115,116)
	Net decrease (increase) in short-term investments			17,680		(13,164)		5,644
	Total			(227,236)		6,612		(109,964)

Cash flows from financing activities:
	Repayment of notes and loans to related parties			(105)		(42)		(67)
	Issuance of preferred and common stock			18,987		18,493		14,600
	Dividends on common shares			(135,841)		(300,723)		(91,690)
	Other - net			2,543		---		---
	Total			(114,416)		(282,271)		(77,159)

Increase (decrease) in cash				(2,903)		1,000		1,229
Cash, beginning of year				3,357		2,356		1,126
Cash, end of year			$	454	$	3,357	$	2,356

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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL SATEMENTS

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 issuance of notes receivable with related parties as an investing activity in the 2006 Statement of Cash Flows and has made conforming revisions to prior periods.

Note 2 – Debt

Old Republic International Corporation has access to the commercial paper market through a wholly-owned subsidiary for up to $150.0 million of which $131.0 remains unused as of December 31, 2006. The average yield of the commercial paper outstanding at December 31, 2006 and 2005 was 5.51% and 4.48%, respectively. Old Republic International Corporation also has publicly traded 7% debentures maturing in 2007 with a carrying value of $114.9 million as of December 31, 2006 and 2005.

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, 2006, 2005 and 2004
($ in Thousands)

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

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

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


Year Ended December 31, 2004:
	Insurance Underwriting:
		General Insurance Group		$129,368	$2,269,763	$743,343	$75,076	$1,623,030	$183,495	$1,069,599	$290,888	$129,047	$1,701,149
		Mortgage Insurance Group		55,130	200,070	42,517	---	403,207	67,764	143,187	47,883	74,253	398,242
		Title Insurance Group		---	277,086	---	1,903	714,016	25,578	59,752	---	929,514	714,016
		Corporate & Other (1)		47,846	16,979	---	62,656	64,612	14,036	35,431	21,747	39,423	66,961
		Reinsurance Recoverable (2)		---	1,639,627	117,278	36,349	---	---	---	---	---	---
			Consolidated	$232,345	$4,403,527	$903,140	$175,985	$2,804,866	$290,875	$1,307,969	$360,519	$1,172,239	$2,880,370


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, 2006, $2.1 billion at December 31, 2005 and $1.7 billion at December 31, 2004. 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, 2006, 2005 and 2004
($ 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, 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	%

Year Ended December 31, 2004:
	Life insurance in force			$	15,624,497	$	8,189,223	$	---	$	7,435,274	---	%

	Premium Revenues:
		General Insurance		$	2,140,930	$	548,128	$	30,227	$	1,623,030	1.9	%
		Mortgage Insurance			483,619		81,456		1,044		403,207	0.3
		Title Insurance			711,735		(64)		2,216		714,016	0.3
		Life and Health Insurance:
			Life insurance		39,286		19,453		---		19,833	---
			Accident and health insurance		57,929		13,223		74		44,779	0.2
		Total Life & Health Insurance			97,215		32,677		74		64,612	0.1
		Consolidating adjustments			---		(74)		(74)		---	---
	Consolidated			$	3,433,501	$	662,123	$	33,488	$	2,804,866	1.2	%

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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2006, 2005 and 2004
($ 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, 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


Year Ended December 31, 2004:
	Deducted from Asset Accounts:
		Reserve for unrecoverable reinsurance	$	27,300	$	18,352	$	---	$	---	$	45,652

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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, 2006, 2005 and 2004

($ in Thousands)

Column A

Column B

Column C

Column D

Column E

Column F

Column G

Reserves for

Deferred

Unpaid Claims

Discount,

Policy

and Claim

If Any,

Net

Acquisition

Adjustment

Deducted in

Unearned

Earned

Investment

Affiliation With Registrant

Costs

Expenses

Column C

Premiums

Income

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

(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

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

(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

Year Ended December 31, 2004:

(a)

Consolidated property-casualty

entities (1)

$129,368

$2,269,763

$139,362

$743,343

$1,623,030

$183,495

(b)

Unconsolidated property-casualty

subsidiaries (2)

(c)

Proportionate share of registrant

and its subsidiaries' 50%-or-less

owned property-casualty equity

investees (2)

$129,368

$2,269,763

$139,362

$743,343

$1,623,030

$183,495

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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OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING PROPERTY-CASUALTY INSURANCE OPERATIONS
For the years ended December 31, 2006, 2005 and 2004
($ in Thousands)
Column A		Column H		Column I	Column J	Column K

		Claims and Claim		Amortization	Paid
		Adjustment Expenses		of Deferred	Claims
		Incurred Related to		Policy	and Claim
		Current	Prior	Acquisition	Adjustment	Premiums
Affiliation With Registrant		Year	Years	Costs	Expenses	Written
Year Ended December 31, 2006:
(a)	Consolidated property-casualty
	entities (1)	$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)
		$1,363,791	($116,881)	$305,832	$731,313	$2,022,801

Year Ended December 31, 2005:
(a)	Consolidated property-casualty
	entities (1)	$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)
		$1,254,488	($52,969)	$319,504	$964,205	$1,889,361

Year Ended December 31, 2004:
(a)	Consolidated property-casualty
	entities (1)	$1,122,998	($55,695)	$290,888	$845,368	$1,701,149
(b)	Unconsolidated property-casualty
	subsidiaries (2)
(c)	Proportionate share of registrant
	and its subsidiaries' 50%-or-less
	owned property-casualty equity
	investees (2)
		$1,122,998	($55,695)	$290,888	$845,368	$1,701,149

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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