f8k012510.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report: (Date of earliest event reported) January 25,
2010
OLD
REPUBLIC INTERNATIONAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-10607
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36-2678171
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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307 North
Michigan Avenue, Chicago, Illinois 60601
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(Address
of principal executive offices) (Zip Code)
(312)
346-8100
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(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2 below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial
Condition.
In a
January 25, 2010 press release, Old Republic International Corporation (the
“Registrant”) announced the resolution of a previously disclosed third quarter
2009 revenue recognition accounting issue. Registrant had been
engaged in discussions with the Staff of the Securities and Exchange
Commission’s Office of the Chief Accountant (the “Staff”) and its independent
registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), regarding
the appropriate treatment of premiums received in excess of reinsurance related
receivables under certain reinsurance commutation agreements. These
discussions ended with the conclusion that such amounts should be recognized
immediately as income under generally accepted accounting
principles. As indicated in its November 3, 2009 press release,
Registrant had originally concluded that the economic substance of the
reinsurance commutations required the deferral of the premium and recognition of
such amount as income over the future periods during which the associated risk
would exist and claims would occur. Registrant will restate its
financial statements for the quarter and nine months ended September 30, 2009
and the financial statements included in it’s September 30, 2009 Form 10-Q filed
with the SEC on November 6, 2009 should no longer be relied upon.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
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(a)
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(1)
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Final
conclusions on the appropriate accounting treatment were determined
following a telephone conference
call
on Thursday, January 21, 2010 with the Staff and
PwC.
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(2)
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The
facts underlying the disagreement are set forth in Item 2.02 above and the
referenced press release (Exhibit
99.1).
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(3)
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Registrant’s
senior management and Audit Committee have discussed the issue with
Registrant’s independent
registered accounting firm.
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Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated January 25, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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OLD
REPUBLIC INTERNATIONAL CORPORATION
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Registrant
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Date:
January 25, 2010
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By:
/s/ Karl W.
Mueller
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Karl
W. Mueller
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Senior
Vice President,
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Chief
Financial Officer, and
Chief
Accounting Officer
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INDEX TO
EXHIBITS
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Exhibits
99.1
Press Release dated January 25, 2010.