Edgar Filing: OLD REPUBLIC INTERNATIONAL CORP

1Q2014 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: March 31, 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 March 31, 2014
Common Stock / $1 par value		260,546,465

There are 46 pages in this report



OLD REPUBLIC INTERNATIONAL CORPORATION

Report on Form 10-Q / March 31, 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 - 16

	MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS	17 - 42

	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	43

	CONTROLS AND PROCEDURES	43

PART II	OTHER INFORMATION:

	ITEM 1 - LEGAL PROCEEDINGS	44

	ITEM 1A - RISK FACTORS	44

	ITEM 6 - EXHIBITS	44

SIGNATURE		45

EXHIBIT INDEX		46



Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets
($ in Millions, Except Share Data)
	(Unaudited)
	March 31,			December 31,
	2014			2013
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value) (amortized cost: $8,255.9 and $8,477.3)	$	8,554.6		$	8,712.3
Equity securities (at fair value) (cost: $966.4 and $632.0)	1,190.0			1,004.2
Short-term investments (at fair value which approximates cost)	1,291.5			1,124.8
Miscellaneous investments	21.9			21.6
Total	11,058.0			10,863.1
Other investments	5.9			5.3
Total investments	11,063.9			10,868.5

Other Assets:
Cash	130.2			153.3
Securities and indebtedness of related parties	20.2			18.0
Accrued investment income	92.0			87.2
Accounts and notes receivable	1,288.0			1,190.5
Federal income tax recoverable: Current	9.2			114.7
Deferred	78.3			48.4
Prepaid federal income taxes	20.1			—
Reinsurance balances and funds held	179.4			189.2
Reinsurance recoverable: Paid losses	69.3			64.9
Policy and claim reserves	3,201.0			3,150.8
Deferred policy acquisition costs	204.6			192.6
Sundry assets	454.1			455.7
Total Other Assets	5,747.0			5,665.9
Total Assets	$	16,811.0		$	16,534.4

Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims, and settlement expenses	$	9,498.0		$	9,433.5
Unearned premiums	1,575.7			1,487.8
Other policyholders' benefits and funds	207.1			207.8
Total policy liabilities and accruals	11,280.8			11,129.2
Commissions, expenses, fees, and taxes	376.9			409.8
Reinsurance balances and funds	508.0			441.9
Debt	566.2			569.2
Sundry liabilities	213.1			209.0
Commitments and contingent liabilities
Total Liabilities	12,945.2			12,759.4

Preferred Stock (1)	—			—

Common Shareholders' Equity:
Common stock (1)	260.5			260.4
Additional paid-in capital	674.5			673.9
Retained earnings	2,632.8			2,485.3
Accumulated other comprehensive income (loss)	319.5			378.2
Unallocated ESSOP shares (at cost)	(21.6		)	(23.0		)
Total Common Shareholders' Equity	3,865.8			3,775.0
Total Liabilities, Preferred Stock and Common Shareholders' Equity	$	16,811.0		$	16,534.4

________

(1)

At March 31, 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 260,546,465 and 260,462,217 were issued as of March 31, 2014 and December 31, 2013, respectively. At March 31, 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
	March 31,
	2014			2013
Revenues:
Net premiums earned	$	1,057.2		$	1,060.2
Title, escrow, and other fees	75.4			105.4
Total premiums and fees	1,132.7			1,165.6
Net investment income	82.8			79.3
Other income	23.8			20.4
Total operating revenues	1,239.3			1,265.4
Realized investment gains (losses):
From sales	191.2			4.5
From impairments	—			—
Total realized investment gains (losses)	191.2			4.5
Total revenues	1,430.6			1,269.9

Benefits, Claims and Expenses:
Benefits, claims and settlement expenses	556.1			578.8
Dividends to policyholders	3.9			4.8
Underwriting, acquisition, and other expenses	567.8			595.9
Interest and other charges	5.7			5.8
Total expenses	1,133.6			1,185.4
Income (loss) before income taxes (credits)	296.9			84.5

Income Taxes (Credits):
Current	106.0			(.8		)
Deferred	(3.4		)	29.1
Total	102.5			28.3

Net Income (Loss)	$	194.4		$	56.2

Net Income (Loss) Per Share:
Basic	$	.75		$	.22
Diluted	$	.67		$	.21

Average shares outstanding: Basic	257,933,928			256,279,364
Diluted	294,513,903			292,081,785

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

See accompanying Notes to Consolidated Financial Statements.



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
($ in Millions)
	Quarters Ended
	March 31,
	2014			2013
Net Income (Loss) As Reported	$	194.4		$	56.2

Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Unrealized gains (losses) on securities before
reclassifications	106.3			109.0
Amounts reclassified as realized investment
gains from sales in the statements of income	(191.2		)	(4.5		)
Pretax unrealized gains (losses) on securities	(84.9		)	104.5
Deferred income taxes (credits)	(29.7		)	36.6
Net unrealized gains (losses) on securities, net of tax	(55.1		)	67.9
Defined benefit pension plans:
Net pension adjustment before reclassifications	—			—
Amounts reclassified as underwriting, acquisition,
and other expenses in the statements of income	(.4		)	2.9
Net adjustment related to defined benefit
pension plans	(.4		)	2.9
Deferred income taxes (credits)	(.1		)	1.0
Net adjustment related to defined benefit pension
plans, net of tax	(.3		)	1.8
Foreign currency translation and other adjustments	(3.2		)	(3.1		)
Net adjustments	(58.7		)	66.6
Comprehensive Income (Loss)	$	135.7		$	122.8

See accompanying Notes to Consolidated Financial Statements.



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
($ in Millions)
	Quarters Ended
	March 31,
	2014			2013
Cash flows from operating activities:
Net income (loss)	$	194.4		$	56.2
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Deferred policy acquisition costs	(12.2		)	(2.5		)
Premiums and other receivables	(97.7		)	(49.1		)
Unpaid claims and related items	45.9			44.8
Unearned premiums and other policyholders' liabilities	56.7			39.4
Income taxes	101.9			46.4
Prepaid federal income taxes	(20.1		)	—
Reinsurance balances and funds	71.5			28.2
Realized investment (gains) losses	(191.2		)	(4.5		)
Accounts payable, accrued expenses and other	(13.7		)	(15.7		)
Total	135.4			143.2

Cash flows from investing activities:
Fixed maturity securities:
Maturities and early calls	201.8			279.1
Sales	498.2			15.8
Sales of:
Equity securities	179.7			—
Other - net	4.3			19.4
Purchases of:
Fixed maturity securities	(482.0		)	(441.7		)
Equity securities	(334.3		)	—
Other - net	(9.5		)	(9.2		)
Net decrease (increase) in short-term investments	(166.8		)	64.9
Other - net	—			(.4		)
Total	(108.5		)	(72.1		)

Cash flows from financing activities:
Issuance of common shares	1.0			.5
Redemption of debentures and notes	(3.0		)	(2.8		)
Dividends on common shares	(46.9		)	(46.0		)
Other - net	(1.0		)	(1.3		)
Total	(50.0		)	(49.7		)

Increase (decrease) in cash	(23.1		)	21.3
Cash, beginning of period	153.3			101.2
Cash, end of period	$	130.2		$	122.6

Supplemental cash flow information:
Cash paid (received) during the period for: Interest	$	10.4		$	10.4
Income taxes	$	.6		$	(17.7	)

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. In 2013, Old Republic adopted guidance requiring additional disclosures of amounts reclassified out of accumulated other comprehensive income. Such requirements are reflected in the presentation of the Consolidated Statements of Comprehensive Income.

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 (loss) and the number of shares used in basic and diluted earnings per share calculations.



	Quarters Ended
	March 31,
	2014		2013
Numerator:
Net income (loss)	$	194.4	$	56.2
Numerator for basic earnings per share -
income (loss) available to common stockholders	194.4		56.2
Adjustment for interest expense incurred on
assumed conversion of convertible notes	3.6		3.6
Numerator for diluted earnings per share -
income (loss) available to common stockholders
after assumed conversion of convertible notes	$	198.0	$	59.8

Denominator:
Denominator for basic earnings per share -
weighted-average shares (a)	257,933,928		256,279,364
Effect of dilutive securities - stock based
compensation awards	1,089,795		364,986
Effect of dilutive securities - convertible senior notes	35,490,180		35,437,435
Denominator for diluted earnings per share -
adjusted weighted-average shares
and assumed conversion of convertible notes (a)	294,513,903		292,081,785
Earnings per share: Basic	$	.75	$	.22
Diluted	$	.67	$	.21

Anti-dilutive common stock equivalents
excluded from earning per share computations:
Stock based compensation awards	6,750,559		12,066,638
Convertible senior notes	—		—
Total	6,750,559		12,066,638

__________

(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 March 31, 2014 and December 31, 2013, substantially all the Company's invested assets were classified as "available for sale."

Fixed maturity securities classified as "available for sale" and other preferred and common stocks (equity securities) are included at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. 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 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 ended March 31, 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:
March 31, 2014:
U.S. & Canadian Governments	$	1,140.8	$	35.1	$	5.7	$	1,170.3
Tax-exempt	129.8		2.8		.4		132.3
Corporate	6,985.1		295.5		28.7		7,251.8
	$	8,255.9	$	333.6	$	34.9	$	8,554.6
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 March 31, 2014:
Due in one year or less	$	717.6	$	726.5
Due after one year through five years	3,732.1		3,937.7
Due after five years through ten years	3,609.7		3,686.8
Due after ten years	196.4		203.4
	$	8,255.9	$	8,554.6

A summary of the Company's equity securities follows:



	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Equity Securities:
March 31, 2014	$	966.4	$	224.1	$	.5	$	1,190.0
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
March 31, 2014:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	231.3	$	3.1	$	72.8	$	2.5	$	304.1	$	5.7
Tax-exempt	5.2		.1		3.3		.2		8.6		.4
Corporate	1,290.2		18.2		240.6		10.5		1,530.9		28.7
Subtotal	1,526.7		21.5		316.9		13.3		1,843.7		34.9
Equity Securities	41.5		.5		—		—		41.5		.5
Total	$	1,568.3	$	22.1	$	316.9	$	13.3	$	1,885.3	$	35.4

December 31, 2013:
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 March 31, 2014, the Company held 359 fixed maturity and 6 equity securities in an unrealized loss position, representing 20.4% as to fixed maturities and 6.1% 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, 61 and 10 fixed maturity securities and no equity securities, had been in a continuous unrealized loss position for more than 12 months as of March 31, 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 March 31, 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 March 31, 2014:	Level 1		Level 2		Level 3		Total
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments	$	464.0	$	706.3	$	—	$	1,170.3
Tax-exempt	—		132.3		—		132.3
Corporate	—		7,241.3		10.5		7,251.8
Equity securities	1,189.2		—		.8		1,190.0
Short-term investments	$	1,287.6	$	—	$	3.8	$	1,291.5

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 March 31, 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 or write-downs of 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, net of any deferred income taxes, are recorded directly as a component of accumulated other comprehensive income in shareholders' equity. At March 31, 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
	March 31,
	2014			2013
Investment income from:
Fixed maturity securities	$	75.5		$	75.8
Equity securities	7.4			3.6
Short-term investments	.2			.3
Other sources	.5			.8
Gross investment income	83.7			80.6
Investment expenses (a)	.9			1.3
Net investment income	$	82.8		$	79.3

Realized gains (losses) on:
Fixed maturity securities:
Gains	$	12.4		$	.9
Losses	—			—
Net	12.4			.8

Equity securities & other long-term investments	178.8			3.7
Total	191.2			4.5
Income taxes (credits)	66.9			1.5
Net realized gains (losses)	$	124.3		$	2.9

Changes in unrealized investment gains (losses) on:
Fixed maturity securities	$	63.6		$	(26.5	)
Less: Deferred income taxes (credits)	22.2			(9.2		)
	41.4			(17.2		)

Equity securities & other long-term investments	(148.5		)	131.1
Less: Deferred income taxes (credits)	(51.9		)	45.8
	(96.5		)	85.2
Net changes in unrealized investment gains (losses)	$	(55.1	)	$	67.9

__________


(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 March 31, 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 $.4 were made to the pension plan in the first quarter of 2014, and additional cash contributions of $13.3 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
	March 31,
	2014			2013
General Insurance:
Including CCI run-off business:
Net premiums earned	$	663.2		$	608.0
Net investment income and other income	89.0			81.7
Total revenues before realized gains or losses	$	752.3		$	689.7
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	64.6		$	68.9
Income tax expense (credits) on above	$	21.1		$	22.7

All CCI run-off business:
Net premiums earned	$	6.8		$	7.8
Net investment income and other income	.1			—
Total revenues before realized gains or losses	$	6.9		$	7.9
Income (loss) before taxes (credits) and
realized investment gains or losses	$	(17.2	)	$	(7.1	)
Income tax expense (credits) on above	$	(6.0	)	$	(2.5	)

Total excluding all CCI run-off business:
Net premiums earned	$	656.4		$	600.2
Net investment income and other income	88.9			81.6
Total revenues before realized gains or losses	$	745.3		$	681.8
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	81.8		$	76.0
Income tax expense (credits) on above	$	27.2		$	25.3

Title Insurance:
Net premiums earned	$	318.4		$	355.1
Title, escrow and other fees	75.4			105.4
Sub-total	393.8			460.5
Net investment income and other income	7.9			7.2
Total revenues before realized gains or losses	$	401.8		$	467.7
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	4.7		$	21.5
Income tax expense (credits) on above	$	1.9		$	7.6

RFIG Run-off Business:
Excluding CCI run-off business:
Net premiums earned	$	58.8		$	79.9
Net investment income and other income	8.1			9.0
Total revenues before realized gains or losses	$	66.9		$	89.0
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	36.8		$	(13.0	)
Income tax expense (credits) on above	$	12.9		$	(4.5	)

All CCI run-off business:
Net premiums earned	$	6.8		$	7.8
Net investment income and other income	.1			—
Total revenues before realized gains or losses	$	6.9		$	7.9
Income (loss) before taxes (credits) and
realized investment gains or losses	$	(17.2	)	$	(7.1	)
Income tax expense (credits) on above	$	(6.0	)	$	(2.5	)

Total RFIG run-off MI and CCI business:
Net premiums earned	$	65.6		$	87.7
Net investment income and other income	8.3			9.1
Total revenues before realized gains or losses	$	73.9		$	96.9
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	19.5		$	(20.2	)
Income tax expense (credits) on above	$	6.8		$	(7.0	)



	Quarters Ended
	March 31,
	2014			2013
Consolidated Revenues:
Total revenues of above Company segments	$	1,221.1		$	1,246.5
Other sources (b)	33.5			33.5
Consolidated net realized investment gains (losses)	191.2			4.5
Consolidation elimination adjustments	(15.3		)	(14.7		)
Consolidated revenues	$	1,430.6		$	1,269.9

Consolidated Income (Loss) Before Taxes (Credits):
Total income (loss) before income taxes (credits)
and realized investment gains or losses of
above Company segments	$	106.2		$	77.3
Other sources - net (b)	(.5		)	2.6
Consolidated net realized investment gains (losses)	191.2			4.5
Consolidated income (loss) before income
taxes (credits)	$	296.9		$	84.5

Consolidated Income Tax Expense (Credits):
Total income tax expense (credits)
for above Company segments	$	36.0		$	25.9
Other sources - net (b)	(.4		)	.7
Income tax expense (credits) on consolidated
net realized investment gains (losses)	66.9			1.5
Consolidated income tax expense (credits)	$	102.5		$	28.3



	March 31,			December 31,
	2014			2013
Consolidated Assets:
General Insurance	$	13,565.0		$	13,276.6
Title Insurance	1,173.9			1,185.5
RFIG Run-off Business	1,808.7			1,822.3
Total assets for the above company segments	16,547.7			16,284.5
Other assets (b)	560.0			549.8
Consolidation elimination adjustments	(296.7		)	(299.9		)
Consolidated assets	$	16,811.0		$	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 - $8.1 and $7.1 for the quarters ended March 31, 2014 and 2013, respectively, and Title - $1.9 for both quarters ended March 31, 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.

During 2012 the North Carolina Department of Insurance ("NCDOI") issued several orders the ultimate effects of which were:

• To place RMIC and RMICNC under NCDOI supervision which, among other considerations, requires written approval of the NCDOI Commissioner or its appointed representative for supervision of certain activities and transactions, including the incurrence of any debt or other liabilities, lending of its funds, and termination or entry into new contracts of insurance or reinsurance;

• To approve a Corrective Plan submitted by RMIC pursuant to which all settled claims are to be paid in cash for 60% of the settled amount, with the remaining 40% retained in claim reserves as a Deferred Payment Obligation ("DPO") until a future payment of all or a portion of this 40% is approved by the NCDOI; and

• To execute the DPO-based run-off plan under Old Republic's ownership and NCDOI supervision of RMIC and RMICNC to effect a most economically sound realization of ultimate benefits to policyholders during a sufficiently long future period.

As of March 31, 2014, the accumulated DPO claim reserve amounted to $604.2.

On March 20, 2014, Old Republic reported that it had cancelled the previously announced recapitalization plan by its RMIC Companies, Inc. ("RMICC") mortgage guaranty subsidiary. In light of the changed circumstances, ORI intends to increase the regulatory capital of its mortgage guaranty subsidiaries. Contemporaneously, RMIC and RMICNC are seeking regulatory approval to increase substantially or possibly restore to 100% the payout of deferred claim obligations and on all legitimate new claim settlements from 2014 forward. The addition of all new funds to RMIC and RMICNC and any adjustment to the payout ratio on the deferred payment obligations and all valid new claim settlements is contingent on the receipt of certain regulatory approvals from the NCDOI.

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 material misrepresentations either 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.

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.

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.

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 is unable to make a reasonable estimate or range of estimates of any potential liability under these lawsuits, the counterclaim, and the arbitration, all of which seek unquantified damages, attorneys' fees, and expenses. It is also unclear what effect, if any, the run-off operations of RMIC and the depletion of its capital will have in the actions against it.

7. Debt:

Consolidated debt of Old Republic and its subsidiaries is summarized below:



	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
3.75% Convertible Senior Notes due 2018	$	550.0	$	679.0	$	550.0	$	684.1
ESSOP debt with an average yield of 3.66%
and 3.69%, respectively	15.0		15.0		18.0		18.0
Other miscellaneous debt	1.1		1.1		1.2		1.2
Total debt	$	566.2	$	695.2	$	569.2	$	703.4

The Company completed a public offering of $550.0 aggregate principal amount of Convertible Senior Notes in early March, 2011. The notes bear interest at a rate of 3.75% per year, mature on March 15, 2018, and are convertible at any time prior to maturity by the holder into 64.3407 shares (subject to periodic adjustment under certain circumstances) of common stock per one thousand dollar note.

The Company's 3.75% Convertible Senior Notes ("the Notes") contain provisions defining certain events of default, among them a court ordered proceeding due to the insolvency of a Significant Subsidiary. The Notes define Significant Subsidiary in accordance with the paragraph (w) of Rule 1-02 of the SEC's Regulation S-X. The Company's flagship mortgage guaranty insurance carrier, RMIC qualifies as a Significant Subsidiary for purposes of the Notes. If RMIC were to become statutorily impaired, its insolvency could trigger a receivership proceeding which, in turn could ultimately result in an event of default. If this were to occur, the outstanding principal of the Notes could become immediately due and payable. Management believes the Final Order by the North Carolina Department of Insurance to RMIC has precluded such an event of default from occurring in the foreseeable future. Moreover, RMIC is expected to be increasingly less significant as its run-off book extinguishes itself. While Old Republic believes that it will have access to the capital markets or otherwise mitigate an event of default under the Notes, there is no assurance that it would be able to do so under stressful capital market conditions.

At March 31, 2014, the Company had sufficient liquid resources available to redeem a substantial portion of the 3.75% Notes. Management continues to explore the Company's options to address possibly greater liquidity needs in the circumstance that an event of default was to occur at a future date. These potential plans include an amendment to the 3.75% Notes, removing RMIC from the definition of a Significant Subsidiary, an additional capital raise through issuance of new straight or convertible debt, or the utilization of intra system dividend and financing capacity. While Management is confident that an event of default can be stemmed, there is no assurance that its impact could be addressed through execution of these plans.

Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt securities that are classified within Level 2 of the fair value hierarchy as presented below. The Company uses an internally generated interest yield market matrix table, which incorporates maturity, coupon rate, credit quality, structure and current market conditions to estimate the fair value of its outstanding debt securities that are classified within Level 3.

The following table shows a summary of the carrying value and fair value of financial liabilities segregated among the various input levels described in Note 3 above:



	Carrying		Fair
	Value		Value		Level 1		Level 2		Level 3
Financial Liabilities:
Debt:
March 31, 2014	$	566.2	$	695.2	$	—	$	679.0	$	16.2
December 31, 2013	$	569.2	$	703.4	$	—	$	684.1	$	19.2

8. Income Taxes:

Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge, there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. Such differences relate principally to the timing of deductions for loss and premium reserves. As in prior examinations, the Internal Revenue Service ("IRS") could assert that claim reserve deductions were overstated thereby reducing the Company's statutory taxable income in any particular year. The Company believes that it establishes its reserves fairly and consistently at each balance sheet date, and that it would succeed in defending its tax position in these regards. Because of the impact of deferred tax accounting, the possible accelerated payment of tax to the IRS would not necessarily affect the annual effective tax rate. During 2013, the IRS completed an examination of the Company's consolidated Federal income tax returns for the years 2005 through 2010, which produced no material change to the Company's net income. The Company classifies interest and penalties as income tax expense in the consolidated statement of income.

OLD REPUBLIC INTERNATIONAL CORPORATION

MANAGEMENT ANAYLSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

Quarters Ended March 31, 2014 and 2013

($ in Millions, Except Share Data)

OVERVIEW

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic", "ORI", or "the Company"). The Company conducts its operations through three major regulatory segments, namely, its General (property and liability), Title, and the RFIG (mortgage guaranty and consumer credit indemnity) Run-off Business. A small life and accident insurance business, accounting for 1.5% of consolidated operating revenues for the quarter ended March 31, 2014 and 1.3% of consolidated assets as of that date, is included within the corporate and other caption of this report.

The consolidated accounts are presented 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"). As a publicly held company, Old Republic utilizes GAAP largely to comply with the financial reporting requirements of the Securities and Exchange Commission ("SEC"). From time to time the FASB and the SEC issue various releases most of which require additional financial statement disclosures and provide related application guidance. Of particular relevance to the Company's financial statements is recent guidance issued by the FASB relative to the amounts reclassified out of other comprehensive income. This matter is addressed in the pertinent financial statements and notes herein.

As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices reflect greater conservatism and comparability among insurers, and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends by insurance subsidiaries to the parent holding company. The major differences between these statutory financial accounting practices and GAAP are summarized in Note 1(a) to the consolidated financial statements included in Old Republic's 2013 Annual Report on Form 10-K.

The insurance business is distinguished from most others in that the prices (premiums) charged for various insurance products are set without certainty of the ultimate benefit and claim costs that will emerge or be incurred, often many years after issuance and expiration of a policy. This basic fact casts Old Republic as a risk-taking enterprise managed for the long run. Management therefore conducts the business with a primary focus on achieving favorable underwriting results over cycles, and on the maintenance of financial soundness in support of the insurance subsidiaries' long-term obligations to insurance beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized.

In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from shareholders' capital. Investment management aims for stability of income from interest and dividends, protection of capital, and sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed maturity and equity securities for long periods of time is in turn enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities.

In light of the above factors, the Company's affairs are necessarily managed for the long run and without significant regard to the arbitrary strictures of quarterly or even annual reporting periods that American industry must observe. In Old Republic's view, such short reporting time frames do not comport well with the long-term nature of much of its business. Management believes that the Company's operating results and financial condition can best be evaluated by observing underwriting and overall operating performance trends over succeeding five to ten year intervals. Such extended periods can encompass one or two economic and/or underwriting cycles, and thereby provide appropriate time frames for such cycles to run their course and for reserved claim costs to be quantified with greater finality and effect.

This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.

EXECUTIVE SUMMARY

Operating profits for the quarter were marked by moderately improved performance in General Insurance and by the continuation of a strong turnaround in the run-off mortgage guaranty line. While Title Insurance operations remained profitable, a transitory real estate and mortgage market downturn halted the fast-paced earnings progress of the past three years. Consolidated net income was greatly enhanced by the realization of above-normal gains from sales of investment securities.

The major components of consolidated results and related data are summarized in the following table.



Financial Highlights
	Quarters Ended March 31,
	2014			2013
Operating revenues:
General insurance	$	745.3		$	681.8
Title insurance		401.8			467.7
Corporate and other		18.2			18.8
Subtotal		1,165.3			1,168.4
RFIG run-off business		73.9			96.9
Total	$	1,239.3		$	1,265.4
Pretax operating income (loss):
General insurance	$	81.8		$	76.0
Title insurance		4.7			21.5
Corporate and other		(0.5	)		2.6
Subtotal		86.1			100.2
RFIG run-off business		19.5			(20.2	)
Total		105.7			79.9
Realized investment gains (losses):
From sales		191.2			4.5
From impairments		—			—
Net realized investment gains (losses)		191.2			4.5
Consolidated pretax income (loss)		296.9			84.5
Income taxes (credits)		102.5			28.3
Net income (loss)	$	194.4		$	56.2
Components of diluted earnings per share:
Net operating income (loss):
General insurance	$	0.19		$	0.17
Title insurance		0.01			0.05
Corporate and other		0.01			0.02
Subtotal		0.21			0.24
RFIG run-off business		0.04			(0.04	)
Total		0.25			0.20
Net realized investment gains (losses)		0.42			0.01
Net income (loss)	$	0.67		$	0.21
Cash dividends paid per share	$	0.1825		$	0.1800
Ending book value per share	$	14.97		$	14.31

The preceding table shows both operating and net income to highlight the effects of realized investment gain or loss recognition on period-to-period earnings comparisons. Management uses net operating income, a non-GAAP financial measure, to evaluate and better explain operating performance, believing that this measure enhances an understanding of Old Republic’s core business results. Operating income, however, does not replace net income determined in accordance with GAAP as a measure of total profitability.

The recognition of realized investment gains or losses can be highly discretionary and arbitrary due to such factors as the timing of individual securities sales, recording of estimated losses from write-downs of impaired securities, tax-planning considerations, and changes in investment management judgments relative to the direction of securities markets or the future prospects of individual investees or industry sectors. Since late 2013, asset management operations have, in part, been oriented toward an enhancement of income from interest and dividends. To a large extent, this strategy has led to sales of non-income producing or low-yielding securities. Proceeds from the sales have largely been reinvested in higher yielding common shares of American companies with distinguished long-term records of earnings and dividend growth.

General Insurance Results - The table below shows the major elements entering into first quarter general insurance profitability.



	General Insurance Group
	Quarters Ended March 31,
	2014		2013		Change
A. Prior to reclassification/Including CCI run-off business:
Net premiums earned	$	663.2	$	608.0	9.1	%
Net investment income		66.1		62.3	6.1
Benefits and claim costs		500.9		446.5	12.2
Pretax operating income (loss)	$	64.6	$	68.9	(6.2	)%



Claim ratio	75.5	%	73.4	%
Expense ratio	23.4		24.2
Composite ratio	98.9	%	97.6	%



B. All CCI run-off business reclassification(*):
Net premiums earned	$	6.8		$	7.8		(12.7	)%
Net investment income		0.1			—		84.4
Benefits and claim costs		23.4			15.1		55.4
Pretax operating income (loss)	$	(17.2	)	$	(7.1	)	(140.0	)%



Claim ratio	343.0	%	192.6	%
Expense ratio	10.8		(0.1	)
Composite ratio	353.8	%	192.5	%



C. After reclassification/Total Excluding all CCI run-off business:
Net premiums earned	$	656.4	$	600.2	9.4	%
Net investment income		65.9		62.2	6.1
Benefits and claim costs		477.4		431.4	10.6
Pretax operating income (loss)	$	81.8	$	76.0	7.6	%



Claim ratio	72.7	%	71.9	%
Expense ratio	23.5		24.5
Composite ratio	96.2	%	96.4	%

__________________

(*) In connection with the run-off mortgage guaranty ("MI") and consumer credit indemnity ("CCI") combination, $16.4 and $7.0 of pretax operating losses for the first quarter 2014 and 2013, respectively, are retained by certain general insurance companies pursuant to various quota share and stop loss reinsurance agreements. All of these amounts, however, have been reclassified and are included for segment reporting purposes such that section (B) in the above table incorporates 100% of the CCI run-off business results.

Consolidated general insurance operations, exclusive of the CCI run-off line, produced pretax operating income growth from both underwriting/service and net investment income. Net premiums earned grew by 9.4% compared with the 8.1% registered for all of 2013. The continuing benefits of moderate rate improvements and new business accounted for the higher percentage gain.

Income from insurance underwriting and related services grew slightly as suggested by the lower composite underwriting ratio. While loss costs edged up, a decline in the expense ratio provided a greater offset. Net investment income benefitted from a larger invested asset base and slightly higher yields on newly invested funds.

Title Insurance Results - Earnings remained positive in Old Republic's title insurance business despite a significant downturn in the real estate and mortgage markets during the past three quarters. The following highlights describe the Company's earnings in the face of these changed market dynamics.



	Title Insurance Group
	Quarters Ended March 31,
	2014		2013		Change
Net premiums and fees earned	$	393.8	$	460.5	(14.5	)%
Net investment income		7.1		6.5	9.0
Claim costs		23.8		31.5	(24.5	)
Pretax operating income (loss)	$	4.7	$	21.5	(77.8	)%



Claim ratio	6.1	%	6.9	%
Expense ratio	94.0		89.5
Composite ratio	100.1	%	96.4	%

The decline in title insurance premiums and fees reflects a significant drop in refinance transactions since mid-year 2013. The effects of the latter were magnified by adverse winter weather conditions, a rise in mortgage interest rates, and lingering uncertainty about credit availability. These negative factors were partially offset by the Company’s continuing market share gains. From an underwriting perspective, the claim ratio was lower as claim frequency and severity continued to abate. The expense ratio increased as operating expenses were down by a somewhat lower percentage than the corresponding reduction in revenues.

RFIG Run-off Business Results - The table below reflects RFIG’s comparative results before and after the combination of run-off MI and CCI coverages within a single run-off business segment adopted in 2012.



	RFIG Run-off Business
	Quarters Ended March 31,
	2014		2013			Change
A. Prior to reclassification/Excluding CCI run-off business:
Net premiums earned	$	58.8	$	79.9		(26.4	)%
Net investment income		8.1		9.0		(10.1	)
Claim costs		22.9		95.7		(76.0	)%
Pretax operating income (loss)	$	36.8	$	(13.0	)	N/M



Claim ratio	39.0	%	119.8	%
Expense ratio	12.2		7.9
Composite ratio	51.2	%	127.7	%



B. CCI run-off business reclassification(*):
Net premiums earned	$	6.8		$	7.8		(12.7	)%
Net investment income		0.1			—		84.4
Claim costs		23.4			15.1		55.4
Pretax operating income (loss)	$	(17.2	)	$	(7.1	)	(140.0	)%



Claim ratio	343.0	%	192.6	%
Expense ratio	10.8		(0.1	)
Composite ratio	353.8	%	192.5	%



C. After reclassification/ Total RFIG run-off MI and CCI business:
Net premiums earned	$	65.6	$	87.7		(25.2	)%
Net investment income		8.3		9.1		(9.3	)
Claim costs		46.4		110.8		(58.1	)
Pretax operating income (loss)	$	19.5	$	(20.2	)	196.9	%



Claim ratio	70.7	%	126.4	%
Expense ratio	12.1		7.1
Composite ratio	82.8	%	133.5	%

__________________

Consistent with their run-off operating mode, both MI and CCI lines posted further declines in quarterly earned premiums. Investment income dropped as well due to a pervasively low yield environment and a generally declining invested asset base in most of the past several years' quarterly periods. Downtrends in investment income were further accentuated in this year's first quarter as a greater proportion of investable assets were allocated to short-term fixed income securities. This higher concentration was undertaken in the context of a likely acceleration of payments on previously deferred claim settlements.

The substantial improvement in mortgage guaranty operating income arose from much lower claim provisions. Key factors driving these provisions to lower levels included rising rates at which previously reported defaults cured or were otherwise resolved without payment, and gradually improving trends in home prices, foreclosures, and real estate activity in general. Since year-end 2012, these factors have led to generally favorable developments of prior year-end reserves. For the first quarters of 2014 and 2013, favorable loss developments resulted in a lowering of claim ratios by 124.0 and 66.1 percentage points, respectively.

The MI expense ratio rose during this year's first quarter principally due to the greater expenses incurred for the now-terminated recapitalization initiative for this MI business.

In addition to the above-noted drop in earned premiums, the CCI line continued to be burdened by ongoing claim litigation costs.

Corporate and Other Operations - The combination of a small life and accident insurance business and the net costs associated with the parent holding company and its internal services subsidiaries usually produce highly variable results. Earnings variations posted by these relatively minor elements of Old Republic's business stem from volatility inherent to the small scale of life and accident insurance operations, and net interest costs pertaining to intra-system financing arrangements. The interplay of these various operating elements is reflected in the following table:



	Corporate and Other Operations
	Quarters Ended March 31,
	2014			2013			Change
Life & accident premiums earned	$	16.7		$	17.1		(1.9	)%
Net investment income		1.3			1.4		(2.3	)
Other income		—			0.3		(80.7	)
Benefits and claim costs		12.3			9.7		27.2
Insurance expenses		7.6			7.6		0.6
Corporate, interest, and other expenses-net		(1.2	)		(1.1	)	(10.2	)
Pretax operating income (loss)	$	(0.5	)	$	2.6		(121.9	)%

Cash, Invested Assets, and Shareholders' Equity - The table below reflects Old Republic’s consolidated cash and invested assets as well as shareholders’ equity account at the dates shown:



		Cash, Invested Assets, and Shareholders' Equity
										% Change
		March 31,		Dec. 31,			March 31,			March '14/		March '14/
		2014		2013			2013			Dec. '13		March '13
Cash, invested assets, and accrued
investment income:	Fair value basis	$	11,286.3	$	11,109.1		$	10,986.5		1.6	%	2.7	%
	Original cost basis	$	10,765.8	$	10,503.7		$	10,152.7		2.5	%	6.0	%

Shareholders' equity:	Total	$	3,865.8	$	3,775.0		$	3,673.3		2.4	%	5.2	%
	Per common share	$	14.97	$	14.64		$	14.31		2.3	%	4.6	%

Composition of shareholders' equity per share:
Equity before items below		$	13.74	$	13.17		$	12.18		4.3	%	12.8	%
Unrealized investment gains (losses) and other
accumulated comprehensive income (loss)			1.23		1.47			2.13
Total		$	14.97	$	14.64		$	14.31		2.3	%	4.6	%

Segmented composition of
shareholders' equity per share:
Excluding run-off segment		$	14.89	$	14.69		$	14.58		1.4	%	2.1	%
RFIG run-off segment			0.08		(0.05	)		(0.27	)
Total		$	14.97	$	14.64		$	14.31		2.3	%	4.6	%

Cash flow from consolidated operating activities was $135.4 for this year's first quarter compared with $143.2 for the same period in 2013.

The consolidated investment portfolio reflects a current allocation of approximately 89 percent to fixed-maturity securities and short-term investments, and 11 percent to equities. As has been the case for many years, Old Republic's invested assets are managed in consideration of enterprise-wide risk management objectives. Most importantly, these are intended to assure solid funding of its insurance subsidiaries' long-term obligations to policyholders and other beneficiaries, and the necessary long-term stability of capital accounts.

The investment portfolio contains no significant insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO's"), derivatives, junk bonds, hybrid securities, or illiquid private equity investments. In a similar vein, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes.

The following table shows the changes in the shareholders’ equity per share. As indicated, the changes resulted mostly from each year’s net income or loss, dividend payments to shareholders, and changes in the value of invested assets carried at fair value.



	Shareholders' Equity Per Share
	Quarters Ended March 31,
	2014			2013
Beginning balance	$	14.64		$	14.03
Changes in shareholders' equity:
Net operating income (loss)		0.27			0.21
Net realized investment gains (losses):
From sales		0.48			0.01
From impairments		—			—
Subtotal		0.48			0.01
Net unrealized investment gains (losses)		(0.21	)		0.26
Total realized and unrealized investment gains (losses)		0.27			0.27
Cash dividends		(0.18	)		(0.18	)
Stock issuance, foreign exchange, and other transactions		(0.03	)		(0.02	)
Net change		0.33			0.28
Ending balance	$	14.97		$	14.31

DETAILED MANAGEMENT ANALYSIS

This section of the Management Analysis of Financial Position and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.

FINANCIAL ACCOUNTING AND REPORTING POLICIES

The Company's annual and interim financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise is by its very nature highly dynamic inasmuch as it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods' reported revenues, expenses, net income or loss, and financial condition.

Old Republic believes that its most critical accounting estimates relate to: a) the determination of other-than-temporary impairments ("OTTI") in the value of fixed maturity and equity investments; b) the valuation of deferred income tax assets; c) the establishment of deferred acquisition costs which vary directly with the production of insurance premiums; d) the recoverability of reinsured paid and/or outstanding losses; and e) the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting these estimates are discussed in the Company's 2013 Annual Report on Form 10-K.

FINANCIAL POSITION

The Company's financial position at March 31, 2014 reflected increases in assets, liabilities, and common shareholders' equity of 1.7%, 1.5%, and 2.4%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 67.1% and 67.2% of consolidated assets as of March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014, the cash and invested asset base increased by 1.6% to $11,286.3.

Investments - During the first quarter of 2014 and 2013, the Company committed the majority of investable funds to short to intermediate-term fixed maturity securities and higher yielding common shares. At both March 31, 2014 and 2013, approximately 99% of the Company's investments consisted of marketable securities. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. The portfolio contains no significant direct insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO's"), derivatives, junk bonds, hybrid securities, or illiquid private equity investments. In a similar vein, the Company does not engage in hedging transactions or securities lending operations, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes. At March 31, 2014, the Company had no fixed maturity investments in default as to principal and/or interest.

Relatively high short-term maturity investment positions continued to be maintained as of March 31, 2014. Such positions reflect a large variety of seasonal and intermediate-term factors including current operating needs, expected operating cash flows, quarter-end cash flow seasonality, debt maturities, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.

The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.

The fair value of the Company's long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value are reflected, net of deferred income taxes, directly in the shareholders' equity account, and as a separate component of the statement of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.

Possible future declines in fair values for Old Republic's bond and stock portfolios would negatively affect the common shareholders' equity account at any point in time, but would not necessarily result in the recognition of realized investment losses. The Company reviews the status and fair value changes of each of its investments on at least a quarterly basis during the year, and estimates of other-than-temporary impairments in the portfolio's value are evaluated and established at each quarterly balance sheet date. In reviewing investments for other-than-temporary impairment, 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 other-than-temporarily-impaired. In the event the Company's estimate of other-than-temporary impairments is insufficient at any point in time, future periods' net income (loss) would be affected adversely by the recognition of additional realized or impairment losses, but its financial condition would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been recognized previously as unrealized losses.

The following tables show certain information relating to the Company's fixed maturity and equity portfolios as of the dates shown:



Credit Quality Ratings of Fixed Maturity Securities (a)

	March 31,		December 31,
	2014		2013
Aaa	13.9	%	13.9	%
Aa	9.8		9.4
A	35.6		35.9
Baa	37.8		39.7
Total investment grade	97.1		98.9
All other (b)	2.9		1.1
Total	100.0	%	100.0	%

__________


(a)	Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates and Municipal issuers, which are converted to the above ratings classifications.


(b)	"All other" includes non-investment grade or non-rated issuers.



Gross Unrealized Losses Stratified by Industry Concentration for Non-Investment Grade Fixed Maturity Securities

March 31, 2014			Amortized Cost			Gross Unrealized Losses
Fixed Maturity Securities by Industry Concentration:
	Natural Gas		$	10.1		$	.4
	Consumer Non Durable		16.7			.2
	Industrial		25.1			.2
	Basic Industry		26.4			.2
	Other (includes 5 industry groups)		26.8			.2
		Total	$	105.3	(c)	$	1.3

__________


(c)	Represents 1.3% of the total fixed maturity securities portfolio.



Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Maturity Securities

March 31, 2014			Amortized Cost			Gross Unrealized Losses
Fixed Maturity Securities by Industry Concentration:
	Utilities		$	250.4		$	7.7
	Basic Industry		164.3			3.4
	U.S. Governments		105.7			2.8
	U.S. Agencies		186.7			2.7
	Other (includes 17 industry groups)		1,066.0			16.7
		Total	$	1,773.3	(d)	$	33.5

__________


(d)	Represents 21.5% of the total fixed maturity securities portfolio.



Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities

March 31, 2014			Cost			Gross Unrealized Losses
Equity Securities by Industry Concentration:
	Utilities		$	9.5		$	.2
	Health Care		5.7			.1
	Natural Gas		15.3			—
	Industrial		11.4			—
		Total	$	42.1	(e)	$	.5	(f)

__________


(e)	Represents 4.4% of the total equity securities portfolio.


(f)	Represents .1% of the cost of the total equity securities portfolio, while gross unrealized gains represent 23.2% of the portfolio.



Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Maturity Securities

		Amortized Cost of Fixed Maturity Securities				Gross Unrealized Losses
March 31, 2014		All		Non- Investment Grade Only		All		Non- Investment Grade Only
Maturity Ranges:
Due in one year or less		$	10.8	$	—	$	—	$	—
Due after one year through five years		302.5		14.5		2.8		.1
Due after five years through ten years		1,520.0		78.5		30.7		.9
Due after ten years		45.1		12.2		1.3		.2
	Total	$	1,878.6	$	105.3	$	34.9	$	1.3



Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses

			Amount of Gross Unrealized Losses
March 31, 2014			Less than 20% of Cost		20% to 50% of Cost		More than 50% of Cost		Total Gross Unrealized Loss
Number of Months in Loss Position:
Fixed Maturity Securities:
	One to six months		$	3.3	$	—	$	—	$	3.3
	Seven to twelve months		18.1		—		—		18.1
	More than twelve months		13.0		.3		—		13.3
		Total	$	34.5	$	.3	$	—	$	34.9
Equity Securities:
	One to six months		$	.5	$	—	$	—	$	.5
	Seven to twelve months		—		—		—		—
	More than twelve months		—		—		—		—
		Total	$	.5	$	—	$	—	$	.5

Number of Issues in Loss Position:
Fixed Maturity Securities:
	One to six months		120		—		—		120
	Seven to twelve months		178		—		—		178
	More than twelve months		60		1		—		61
		Total	358		1		—		359		(g)
Equity Securities:
	One to six months		6		—		—		6
	Seven to twelve months		—		—		—		—
	More than twelve months		—		—		—		—
		Total	6		—		—		6		(g)

__________


(g)	At March 31, 2014 the number of issues in an unrealized loss position represent 20.4% as to fixed maturities, and 6.1% as to equity securities of the total number of such issues held by the Company.

The aging of issues with unrealized losses employs balance sheet date fair value comparisons with an issue's original cost net of other-than-temporary impairment adjustments. The percentage reduction from such cost reflects the decline as of a specific point in time (March 31, 2014 in the above table) and, accordingly, is not indicative of a security's value having been consistently below its cost at the percentages shown nor throughout the periods shown.



Age Distribution of Fixed Maturity Securities

			March 31,		December 31,
			2014		2013
Maturity Ranges:
	Due in one year or less		8.7	%	9.3	%
	Due after one year through five years		45.2		46.7
	Due after five years through ten years		43.7		41.8
	Due after ten years through fifteen years		1.4		1.2
	Due after fifteen years		1.0		1.0
		Total	100.0	%	100.0	%

Average Maturity in Years			5.0		4.8
Duration (h)			4.3		4.2

___________


(h)	Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 4.3 as of March 31, 2014 implies that a 100 basis point parallel increase in interest rates from current levels would result in a possible decline in the fair value of the long-term fixed maturity investment portfolio of approximately 4.3%.



Composition of Unrealized Gains (Losses)

			March 31,			December 31,
			2014			2013
Fixed Maturity Securities:
	Amortized cost		$	8,255.9		$	8,477.3
	Estimated fair value		8,554.6			8,712.3
	Gross unrealized gains		333.6			308.7
	Gross unrealized losses		(34.9		)	(73.6		)
		Net unrealized gains (losses)	$	298.7		$	235.0

Equity Securities:
	Original cost		$	966.4		$	632.0
	Estimated fair value		1,190.0			1,004.2
	Gross unrealized gains		224.1			372.7
	Gross unrealized losses		(.5		)	(.5		)
		Net unrealized gains (losses)	$	223.5		$	372.1

Other Assets - Among other major assets, substantially all of the Company's receivables are not past due. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated amounts unrecoverable. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contacts and evaluating their recoverability on the basis of recent trends in claims costs. Deferred policy acquisition costs do not represent significant percentages of assets or shareholders' equity.

Liquidity - The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities of the states in which they are domiciled. The Company can receive up to $427.2 in dividends from its subsidiaries in 2014 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is considered adequate to cover the parent holding company's currently expected cash outflows represented mostly by interest and scheduled repayments on outstanding debt, quarterly cash dividend payments to shareholders, modest operating expenses, and the near-term capital needs of its operating company subsidiaries. At March 31, 2014, the Company's consolidated debt to equity ratio was 14.6%.

On January 19, 2012, the North Carolina Department of Insurance ("NCDOI") issued a Summary Order ("Summary Order") placing RMIC under supervision. Supervision is an administrative proceeding under North Carolina law. It gives the NCDOI more oversight and control with the objective of allowing the insurer to develop a corrective plan subject to the Department's approval. It is unlike receivership which involves rehabilitation or liquidation of a company pursuant to a formal, court-ordered proceeding. Receivership results in a company's assets and management passing to a receiver who is overseen by a court. Moreover, supervision, unlike receivership, does not constitute an event of default by RMIC or its parent holding company with regard to the Notes.

On November 28, 2012, the NCDOI issued a Final Order approving the Corrective Plan ("the Plan") submitted by RMIC on September 14, 2012 as required by the Summary Order. The Plan was filed to effect a run-off of the insurance in force business with the following major objectives: provide for the payment of all valid claims settled on January 19, 2012 and thereafter in cash with respect to 60% of the total settled amounts, and with a deferred payment obligation ("DPO") for the remaining 40% which will be retained in claim reserves until a future payment of all or a portion of this 40% is approved by the NCDOI; and authorize RMIC to continue with its management of the run-off plan during an estimated ten year period ending on December 31, 2021. During this period, RMIC would remain within ORI's ownership and control, as well as under NCDOI regulatory supervision as has been the case since January 2012. Management believes the Final Order by the NCDOI to RMIC has precluded such an event of default from occurring in the foreseeable future. Moreover, RMIC is expected to be increasingly less significant as its run-off book of business extinguishes itself. The approval of the Plan notwithstanding, the NCDOI retains its regulatory supervisory powers to review and amend the terms of the Plan in the future as circumstances may warrant.

issuance of new straight or convertible debt, or the utilization of intra system dividend and financing capacity. While Management is confident that an event of default can be stemmed, there is no assurance that its impact could be addressed through execution of these plans.

Capitalization - Old Republic's total capitalization of $4,432.0 at March 31, 2014 consisted of debt of $566.2 and common shareholders' equity of $3,865.8. Changes in the common shareholders' equity account reflect primarily operating results for the period then ended, changes in the fair value of invested assets, and dividend payments.

Old Republic has paid cash dividends to its shareholders without interruption since 1942, and has increased the annual rate in each of the past 33 calendar years. The dividend rate is reviewed and approved by the Board of Directors on a quarterly basis each year. In establishing each year's cash dividend rate the Company does not follow a strict formulaic approach. Rather, it favors a gradual rise in the annual dividend rate that is largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's dividend rate is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company's insurance subsidiaries, the trends in average annual statutory and GAAP earnings for the five most recent calendar years, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries.

Under state insurance regulations, the Company's three mortgage guaranty insurance subsidiaries are required to operate at a maximum risk to capital ratio of 25:1 or otherwise hold minimum amounts of capital based on specified formulas. As noted in prior periods' reports, the Company's flagship mortgage guaranty insurance carrier had been operating pursuant to a waiver of minimum state regulatory capital requirements since late 2009. This waiver expired on August 31, 2011. As a result, the Company's mortgage insurance subsidiaries discontinued writing new business in all states and limited themselves to servicing the run-off of their existing business. As noted elsewhere herein, RMIC and Republic Mortgage Insurance Company of North Carolina ("RMICNC") have been operating pursuant to a Summary Order since January 19, 2012 and December 3, 2012, respectively.

RESULTS OF OPERATIONS

Revenues: Premiums & Fees

Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims and expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.

Title premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represent approximately 25% of 2014 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 75% of consolidated title premium and fee revenues is produced by independent title agents and underwritten title companies. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

The Company's mortgage guaranty premiums primarily stem from monthly installments paid on long-duration, guaranteed renewable insurance policies. Substantially all such premiums are written and earned in the month coverage is effective. With respect to relatively few annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies. As described more fully in the RFIG Run-off Business' Risk Factors for premium income and long-term claim exposures in the Company's 2013 Annual Report on Form 10-K under Item 1A - Risk Factors, revenue recognition for insured loans is not appropriately matched to the risk exposure and the consequent recognition of both normal and catastrophic loss occurrences.

The major sources of Old Republic's consolidated earned premiums and fees for the periods shown were as follows:



	Earned Premiums and Fees
	General		Title		RFIG Run-off		Other		Total		% Change from prior period
Years Ended December 31:
2011	$	2,109.4	$	1,362.4	$	503.2	$	74.9	$	4,050.1	13.3	%
2012	2,324.4		1,677.4		410.5		58.6		4,471.0		10.4
2013	2,513.7		1,996.1		316.5		59.3		4,885.6		9.3
Quarters Ended March 31:
2013	600.2		460.5		87.7		17.1		1,165.6		12.3
2014	$	656.4	$	393.8	$	65.6	$	16.7	$	1,132.7	(2.8	)%

The percentage allocation of net premiums earned for major insurance coverages in the General Insurance Group was as follows:



	General Insurance Earned Premiums by Type of Coverage
	Workers' Compensation		Commercial Automobile (mostly trucking)		Financial Indemnity		Inland Marine and Property		General Liability		Other
Years Ended December 31:
2011	38.3	%	33.6	%	4.9	%	7.8	%	5.9	%	9.5	%
2012	39.7		33.0		4.2		7.6		6.2		9.3
2013	39.6		32.8		3.8		7.7		6.3		9.8
Quarters Ended March 31:
2013	40.4		32.8		3.9		8.0		6.2		8.7
2014	41.0	%	31.9	%	3.9	%	7.5	%	6.7	%	9.0	%

The following table shows the percentage distribution of Title Group premium and fee revenues by production sources:



Title Premium and Fee Production by Source
	Direct Operations		Independent Title Agents & Other
Years Ended December 31:
2011	32.6	%	67.4	%
2012	32.3		67.7
2013	27.9		72.1
Quarters Ended March 31:
2013	29.3		70.7
2014	24.7	%	75.3	%

The following tables provide information on production and related risk exposure trends for Old Republic's mortgage guaranty insurance operation:



	Earned Premiums				Persistency
Premium and Persistency Trends by Type:	Direct		Net		Traditional Primary		Bulk
Years Ended December 31:
2011	$	468.1	$	444.9	83.2	%	85.3	%
2012	387.3		368.0		80.7		85.3
2013	296.6		286.7		79.1		81.9
Quarters Ended March 31:
2013	83.0		79.9		80.1		84.9
2014	$	60.6	$	58.8	80.2	%	79.7	%

As previously discussed, the Company's flagship mortgage guaranty insurance carrier ceased the underwriting of new policies effective August 31, 2011 and the existing book of business was placed in run-off operating mode.

While there is no consensus in the marketplace as to the precise definition of "sub-prime", Old Republic generally views loans with credit (FICO) scores less than 620, loans underwritten with reduced levels of documentation and loans with loan to value ratios in excess of 95% as having a higher risk of default. Risk in force concentrations by these attributes are disclosed in the following tables for both traditional primary and bulk production. Premium rates for loans exhibiting greater risk attributes are typically higher in anticipation of potentially greater defaults and claim costs. Additionally, bulk insurance policies, which represent 6.8% of total net risk in force as of March 31, 2014, are frequently subject to deductibles and aggregate stop losses which serve to limit the overall risk on a pool of insured loans. As the decline in the housing markets accelerated and mortgage lending standards tightened, rising defaults and the attendant increases in reserves and paid claims on higher risk loans became more significant drivers of increased claim costs.



Net Risk in Force
Net Risk in Force By Type:	Traditional Primary		Bulk		Other		Total
As of December 31:
2011	$	14,476.9	$	1,017.7	$	176.3	$	15,671.0
2012	11,911.1		850.7		89.8		12,851.6
2013	9,579.6		704.8		48.5		10,333.0
As of March 31:
2013	11,359.1		810.8		84.4		12,254.4
2014	$	9,256.0	$	676.2	$	43.5	$	9,975.8



Analysis of Risk in Force
Risk in Force Distribution By FICO Scores:	FICO less than 620		FICO 620 to 680		FICO Greater than 680		Unscored/ Unavailable

Traditional Primary:
As of December 31:
2011	6.2	%	26.8	%	65.7	%	1.3	%
2012	6.4		27.5		65.0		1.1
2013	6.6		28.1		64.3		1.0
As of March 31:
2013	6.4		27.7		64.7		1.2
2014	6.6	%	28.2	%	64.3	%	.9	%

Bulk(a):
As of December 31:
2011	24.0	%	32.2	%	43.7	%	.1	%
2012	24.0		32.5		43.3		.2
2013	23.5		33.0		43.3		.2
As of March 31:
2013	23.7		32.7		43.4		.2
2014	23.6	%	33.2	%	43.1	%	.1	%



Risk in Force Distribution By Loan to Value ("LTV") Ratio:	LTV 85.0 and below		LTV 85.01 to 90.0		LTV 90.01 to 95.0		LTV Greater than 95.0

Traditional Primary(b):
As of December 31:
2011	5.1	%	36.2	%	32.9	%	25.8	%
2012	4.6		35.2		32.9		27.3
2013	4.2		34.5		32.2		29.1
As of March 31:
2013	4.5		34.9		32.8		27.8
2014	4.1	%	34.4	%	32.0	%	29.5	%

Bulk(a):
As of December 31:
2011	57.1	%	22.9	%	9.8	%	10.2	%
2012	56.7		23.3		10.0		10.0
2013	56.9		23.4		10.2		9.5
As of March 31:
2013	56.8		23.2		10.0		10.0
2014	56.6	%	23.6	%	10.3	%	9.5	%

__________


(a)	Bulk pool risk in-force, which represented 32.4% of total bulk risk in-force at March 31, 2014, has been allocated pro-rata based on insurance in-force.


(b)	The LTV distribution reflects base LTV ratios which are determined prior to the impact of single premiums financed and paid at the time of loan origination.

Risk in Force Distribution By Top Ten States:



			Traditional Primary
	TX		FL		GA		IL		CA		NC		PA		NJ		OH		VA
As of December 31:
2011	8.8	%	7.5	%	5.2	%	5.0	%	5.0	%	4.8	%	4.3	%	3.3	%	3.3	%	3.0	%
2012	8.6		7.7		5.3		5.1		5.0		4.8		4.3		3.5		3.3		3.1
2013	8.3		7.5		5.5		5.2		4.9		4.8		4.4		3.8		3.3		3.2
As of March 31:
2013	8.5		7.6		5.4		5.1		4.9		4.8		4.3		3.6		3.3		3.1
2014	8.2	%	7.4	%	5.6	%	5.2	%	4.9	%	4.8	%	4.3	%	3.8	%	3.3	%	3.3	%



			Bulk (a)
	TX		FL		GA		IL		CA		AZ		PA		NJ		OH		NY
As of December 31:
2011	5.4	%	9.9	%	4.3	%	4.0	%	14.9	%	3.2	%	3.1	%	3.5	%	3.9	%	6.5	%
2012	5.3		9.9		4.3		4.0		13.9		3.0		3.3		3.7		4.0		7.1
2013	5.4		9.3		4.4		3.9		14.1		2.8		3.4		4.0		3.8		7.9
As of March 31:
2013	5.3		9.7		4.3		4.0		13.8		3.0		3.3		3.8		4.0		7.4
2014	5.4	%	9.3	%	4.4	%	4.0	%	13.8	%	2.8	%	3.4	%	4.1	%	3.9	%	7.9	%



Risk in Force Distribution By Level of Documentation:	Full Documentation		Reduced Documentation
Traditional Primary:
As of December 31:
2011	92.8	%	7.2	%
2012	92.8		7.2
2013	92.7		7.3
As of March 31:
2013	92.7		7.3
2014	92.7	%	7.3	%

Bulk (a):
As of December 31:
2011	58.4	%	41.6	%
2012	58.2		41.8
2013	57.6		42.4
As of March 31:
2013	58.1		41.9
2014	57.7	%	42.3	%

__________


(a)	Bulk pool risk in-force, which represented 32.4% of total bulk risk in-force at March 31, 2014, has been allocated pro-rata based on insurance in-force.



Risk in Force Distribution By Loan Type:	Fixed Rate & ARMs with Resets >=5 Years		ARMs with Resets <5 years
Traditional Primary:
As of December 31:
2011	97.0	%	3.0	%
2012	97.1		2.9
2013	97.2		2.8
As of March 31:
2013	97.1		2.9
2014	97.2	%	2.8	%

Bulk (a):
As of December 31:
2011	71.0	%	29.0	%
2012	72.6		27.4
2013	74.3		25.7
As of March 31:
2013	73.2		26.8
2014	74.4	%	25.6	%

__________


(a)	Bulk pool risk in-force, which represented 32.4% of total bulk risk in-force at March 31, 2014, has been allocated pro-rata based on insurance in-force.

The Company's consumer credit indemnity ("CCI") earned premiums and related risk in force included in the table below have reflected a generally declining trend since 2008. The decline is largely due to a temporary discontinuation of active sales efforts. The following table shows CCI net premiums earned during the indicated periods and the maximum calculated risk in force at the end of the respective periods. Net earned premiums include additional premium adjustments arising from the variable claim experience of individual policies subject to retrospective rating plans. Risk in force reflects estimates of the maximum risk exposures at the inception of individual policies adjusted for cumulative claim costs and the lower outstanding loan balances attributed to such policies through the end of the periods shown below.



	Net CCI Earned Premiums		Risk in Force
Years Ended December 31:
2011	$	58.3	$	1,263.1
2012	42.4		1,141.6
2013	29.8		989.4
Quarters Ended March 31:
2013	7.8		1,101.7
2014	$	6.8	$	969.1

Revenues: Net Investment Income

Net investment income is affected by trends in interest and dividend yields for the types of securities in which the Company's funds are invested during each reporting period. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, and the investment income earned and resulting yields on such assets. Since the Company can exercise little control over fair values, yields are evaluated on the basis of investment income earned in relation to the cost of the underlying invested assets, though yields based on the fair values of such assets are also shown in the statistics below.



	Invested Assets at Adjusted Cost										Fair Value Adjust- ment		Invested Assets at Fair Value
	General		Title		RFIG Run-off		Corporate and Other		Total		Fair Value Adjust- ment		Invested Assets at Fair Value
As of December 31:
2012	$	6,742.7	$	785.7	$	1,766.3	$	450.1	$	9,744.9	$	863.8	$	10,608.8
2013	7,280.1		876.5		1,681.3		422.5		10,260.6		607.8		10,868.5
As of March 31:
2013	6,792.7		806.7		1,766.7		434.4		9,800.7		968.4		10,769.1
2014	$	7,552.4	$	865.6	$	1,687.0	$	435.6	$	10,540.8	$	523.1	$	11,063.9



	Net Investment Income										Yield at
	General		Title		RFIG Run-off		Corporate and Other		Total		Original Cost		Fair Value
Years Ended
December 31:
2011	$	270.5	$	27.3	$	59.3	$	7.4	$	364.6	3.71	%	3.51	%
2012	264.9		27.3		36.3		7.9		336.5		3.40		3.19
2013	249.6		26.6		36.8		5.6		318.7		3.17		2.97
Quarters Ended
March 31:
2013	62.2		6.5		9.1		1.4		79.3		3.20		2.97
2014	$	65.9	$	7.1	$	8.3	$	1.3	$	82.8	3.18	%	3.02	%

Revenues: Net Realized Gains (Losses)

The Company's investment policies are not designed to maximize or emphasize the realization of investment gains. Rather, these policies aim for a stable source of income from interest and dividends, protection of capital, and the providing of sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Dispositions of fixed maturity securities generally arise from scheduled maturities and early calls; for the first quarters of 2014 and 2013, 28.8% and 94.6%, respectively, of all such dispositions resulted from these occurrences. Dispositions of securities at a realized gain or loss reflect such factors as ongoing assessments of issuers' business prospects, rotation among industry sectors, changes in credit quality, and tax planning considerations. The amount of net realized gains and losses registered in any one accounting period are affected by the aforementioned assessments of securities' values for other-than-temporary impairment. As a result of the interaction of all these factors and considerations, net realized investment gains or losses can vary significantly from period-to-period, and, in the Company's view, are not indicative of any particular trend or result in the basics of its insurance business.

The following table reflects the composition of net realized gains or losses for the periods shown. The 2013 gains on equity securities generally reflect the recovery of value realized upon subsequent sale of common stocks originally impaired in 2008. Gains realized in 2014 reflect sales of non-income producing or low yielding securities, the proceeds

of which have largely been reinvested in higher yielding common shares of American companies with distinguished long-term records of earnings and dividend growth.



	Realized Gains (Losses) on Disposition of Securities						Impairment Losses on Securities
	Fixed maturity securities		Equity securities and miscel- laneous investments		Total		Fixed maturity securities		Equity securities and miscel- laneous investments			Total			Net realized gains (losses)
Years Ended
December 31:
2011	$	142.6	$	23.1	$	165.8	$	—	$	(50.2	)	$	(50.2	)	$	115.5
2012	32.7		15.3		48.1		—		(.2		)	(.2		)	47.8
2013	1.7		146.3		148.1		—		—			—			148.1
Quarters Ended
March 31:
2013	.8		3.7		4.5		—		—			—			4.5
2014	$	12.4	$	178.8	$	191.2	$	—	$	—		$	—		$	191.2

Expenses: Benefits and Claims

The Company records the benefits, claims and related settlement costs that have been incurred during each accounting period. Total claim costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.

The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of March 31, 2014 and December 31, 2013:



			Claim and Loss Adjustment Expense Reserves
			March 31, 2014						December 31, 2013
			Gross			Net			Gross			Net

Workers' compensation			$	3,856.4		$	2,238.4		$	3,802.1		$	2,184.9
General liability			1,434.6			653.5			1,407.7			647.9
Commercial automobile (mostly trucking)			1,236.0			1,017.4			1,228.6			1,014.2
Other coverages			502.7			341.4			501.0			343.3
Unallocated loss adjustment expense reserves			201.5			146.7			195.6			143.7
		Total general insurance reserves	7,231.3			4,397.6			7,135.2			4,334.1
Title			483.5			483.5			471.5			471.5
RFIG Run-off			1,757.9			1,740.8			1,806.8			1,774.2
Life and accident			25.1			20.2			19.8			16.8
		Total claim and loss adjustment expense reserves	$	9,498.0		$	6,642.2		$	9,433.5		$	6,596.8
Asbestosis and environmental claim reserves included
	in the above general insurance reserves:
		Amount	$	152.1		$	119.0		$	159.7		$	121.3
		% of total general insurance reserves	2.1		%	2.7		%	2.2		%	2.8		%

Changes in aggregate claim and loss adjustment expense reserve estimates are shown in the following table:



	Quarters Ended March 31,
	2014			2013
Net reserve increase (decrease):
General Insurance	$	63.5		$	40.5
Title Insurance	11.9			18.5
RFIG Run-off	(33.4		)	(15.6		)
Other	3.3			1.2
Total	$	45.3		$	44.6

Net reserves for claims that have been incurred but not yet reported ("IBNR") carried in each segment were as follows:



	March 31,		December 31,
	2014		2013
General Insurance	$	2,140.5	$	2,118.4
Title Insurance	421.9		407.1
RFIG Run-off	135.3		121.3
Other	4.3		4.0
Total	$	2,702.2	$	2,651.0

The Company's reserve for loss and loss adjustment expenses represents the accumulation of estimates of ultimate losses, including incurred but not reported losses and loss adjustment expenses. The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors as further discussed below. Consequently, reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management's judgment in interpreting all such factors. At any point in time, the Company is exposed to possibly higher or lower than anticipated claim costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to prior reserve estimates are often referred to as unfavorable development whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.

Overview of Loss Reserving Process

The Company's reserve setting process reflects the nature of its insurance business and the decentralized basis upon which it is conducted. Old Republic's general insurance operations encompass a large variety of lines or classes of commercial insurance; it has negligible exposure to personal lines such as homeowners or private passenger automobile insurance that exhibit wide diversification of risks, significant frequency of claim occurrences, and high degrees of statistical credibility. Additionally, the Company's insurance subsidiaries do not provide significant amounts of insurance protection for premises; most of its property insurance exposures relate to cargo, incidental property, and insureds' inland marine assets. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims emanating from insured trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a construction company may emerge over extended periods of time. Similarly, claims filed pursuant to errors and omissions or directors and officers' liability coverages are usually not prone to immediate evaluation or quantification inasmuch as many such claims may be litigated over several years and their ultimate costs may be affected by the vagaries of judged or jury verdicts. Approximately 92% of the general insurance group's claim reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.

The Company prepares periodic analyses of its loss reserve estimates for its significant insurance coverages. It establishes point estimates for most losses on an insurance coverage line-by-line basis for individual subsidiaries, sub-classes, individual accounts, blocks of business or other unique concentrations of insurance risks such as directors and officers' liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized as such in setting these reserves. Instead the reported reserves encompass the Company's best point estimates at each reporting date and the overall reserve level at any point in time therefore represents the compilation of a very large number of reported reserve estimates and the results of a variety of formula calculations largely driven by statistical analysis of historical data. Reserve releases or additions are implicitly covered by the point estimates incorporated in total reserves at each balance sheet date. The Company does not project future variability or make an explicit provision for uncertainty when determining its best estimate of loss reserves. Over the most recent decade actual incurred losses have developed within a reasonable range of their original estimates.

Aggregate loss reserves consist of liability estimates for claims that have been reported ("case") to the Company's insurance subsidiaries and reserves for claims that have been incurred but not yet reported or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends, and are intended to cover the unallocated costs of claim departments' administration of case and IBNR claims over time. Long-term, disability-type workers' compensation reserves are discounted to present value based on interest rates that range from 3.5% to 4.0%.

A large variety of statistical analyses and formula calculations are utilized to provide for IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded and recoverability levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account so-called link ratios that represent prior years' patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim.

Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels

or types of self-insured retentions through captive insurers and similar risk management mechanisms are established on an account by account basis using case reserves and applicable formula-driven methods. Large account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial auto and general liability that are typically underwritten jointly for many customers. For certain so-called long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, officers and directors' liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected loss ratios. Such expected loss ratios typically reflect currently estimated loss ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected loss ratios are generally used for the two to three most recent accident years depending on the individual class or category of business. As actual claims data emerges in succeeding interim and annual periods, the original accident year loss ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection techniques such as the Bornhuetter/Ferguson method which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years' loss trends and costs.

Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate costs of claims.

RFIG Run-off mortgage guaranty insurance reserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default, defined as an insured mortgage loan for which two or more consecutive monthly payments have been missed. Loss reserves are based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported. Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported loan delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions.

The Company has the legal right to rescind mortgage insurance coverage unilaterally as expressly stated in its policy. Moreover, two federal courts that have recently considered that policy wording have each affirmed that right (See First Tennessee Bank N.A. v. Republic Mortg. Ins. Co., Case No. 2:10-cv-02513-JPM-cgc (W.D. Tenn., Feb. 25, 2011) and JPMorgan Chase Bank N.A. v. Republic Mortg. Ins. Co., Civil Action No. 10-06141 (SRC) (D. NJ, May 4, 2011), each decision citing supporting state law legal precedent). RMIC's mortgage insurance policy provides that the insured represents that all statements made and information provided to it in an application for coverage for a loan, without regard to who made the statements or provided the information, have been made and presented for and on behalf of the insured; and that such statements and information are neither false nor misleading in any material respect, nor omit any fact necessary to make such statements and information not false or misleading in any material respect. According to the policy, if any of those representations are materially false or misleading with respect to a loan, the Company has the right to cancel or rescind coverage for that loan retroactively to commencement of the coverage. Whenever the Company determines that an application contains a material misrepresentation, it either advises the insured in writing of its findings prior to rescinding coverage or exercises its unilateral right to rescind coverage for that loan, stating the reasons for that action in writing and returning the applicable premium. The rescission of coverage in instances of materially faulty representations or warranties provided in applications for insurance is a necessary and prevailing practice throughout the insurance industry. In the case of mortgage guaranty insurance, rescissions have occurred regularly over the years but have been generally immaterial. Since 2008, however, the Company has experienced a much greater incidence of rescissions due to increased levels of observed fraud and misrepresentations in insurance applications pertaining to business underwritten between 2004 and the first half of 2008. As a result, the Company has incorporated certain assumptions regarding the expected levels of coverage rescissions and claim denials in its reserving methodology since 2008. Such estimates, which are evaluated at each balance sheet date, take into account observed as well as historical trends in rescission and denial rates. The table below shows the estimated effects of coverage rescissions and claim denials on loss reserves and settled and incurred losses.



	March 31,			March 31,			December 31,			December 31,
	2014			2013			2013			2012
Estimated reduction in beginning reserve	$	115.2		$	174.9		$	174.9		$	313.2
Total incurred claims and settlement expenses
reduced (increased) by changes in
estimated rescissions:
Current year	17.9			21.1			80.5			111.7
Prior year	1.3			32.0			71.9			12.2
Sub-total	19.3			53.2			152.5			124.0
Estimated rescission reduction in settled claims	(29.5		)	(61.2		)	(212.2		)	(262.3		)
Estimated reduction in ending reserve	$	105.0		$	166.9		$	115.2		$	174.9

As noted above, the estimated reduction in ending loss reserves reflects, in large measure, a variety of judgments relative to the level of expected coverage rescissions and claim denials on loans that are in default as of each balance sheet date. The provision for insured events of the current year resulted from actual and anticipated rescissions and claim denials attributable to newly reported delinquencies in each respective year. The provision for insured events of prior years resulted from actual rescission and claim denial activity or revisions in assumptions regarding expected rescission or claim denial rates on outstanding prior year delinquencies. The trends since 2010 reflect a continuing reduction in the level of actual and anticipated rescission and claim denial rates on total outstanding delinquencies. Claims not paid by virtue of rescission or denial represent the Company's estimated contractual risk, before consideration of the impacts of any reinsurance and deductibles or aggregate loss limits, on cases that are settled by the issuance of a rescission or denial notification. Variances between the estimated rescission and actual claim denial rate are reflected in the periods during which they occur.

Although the insured has no right under the policy to appeal a Company claim decision, the insured may, at any time, contest in writing the Company's findings or action with respect to a loan or a claim. In such cases, the Company considers any additional information supplied by the insured. This consideration may lead to further investigation, retraction or confirmation of the initial determination. If the Company concludes that it will reinstate coverage, it advises the insured in writing that it will do so immediately upon receipt of the premium previously returned. Reserves are not adjusted for potential reversals of rescissions or adverse rulings for loans under dispute since such reversals of claim rescissions and denials have historically been immaterial to the reserve estimation process.

There is currently a single instance in which the Company seeks to recover from an insured for previously paid claims. In its counterclaim in the pending arbitration with Countrywide, RMIC is seeking to rescind a June 2006 amendment to a mortgage insurance policy that it contends was fraudulently induced by Countrywide (Countrywide Fin'l Corp. v. Republic Mortg. Ins. Co., Case No. 72 195 Y 0011510 (AAA). The Countrywide parties are Countrywide Financial Corporation, Countrywide Home Loans, Inc., Bank of America, N.A., in its own capacity and as successor by merger of BAC Home Loan Servicing L.P.). The amendment made coverage for a loan immediately incontestable for borrower misrepresentation. The Company seeks a declaration that the amendment is null and void and to recover the claim amounts totaling at least $26.6 that it paid notwithstanding the existence of borrower misrepresentations that otherwise would have supported a rescission of coverage for those loans. The Company does not anticipate recoveries from previously paid claims in its reserving process until such time as a recovery is deemed probable and the amount can be reasonably estimated.

Incurred Loss Experience

Management believes that the Company's overall reserving practices have been consistently applied over many years. For at least the past ten years, previously established aggregate reserves have produced reasonable estimates of the cumulative ultimate net costs of claims incurred. However, there are no guarantees that such outcomes will continue, and, accordingly, no representation is made that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates. In management's opinion, however, such potential development is not likely to have a material effect on the Company's consolidated financial position, although it could affect materially its consolidated results of operations for any one annual or interim reporting period. See further discussion in the Company's 2013 Annual Report on Form 10-K under Item 1A - Risk Factors.

The percentage of net claims, benefits and related settlement expenses incurred as a percentage of premiums and related fee revenues of the Company's three major operating segments and for consolidated operations were as follows:



	General		Title		RFIG Run-off		Consolidated
Years Ended December 31:
2011	69.2	%	7.8	%	230.5	%	68.3	%
2012	73.0		7.2		221.8		61.9
2013	73.6		6.7		68.8		45.8
Quarters Ended March 31:
2013	71.9		6.9		126.4		50.1
2014	72.7	%	6.1	%	70.7	%	49.4	%

The percentage of net claims, benefits and related settlement expenses measured against premiums earned by major types of general insurance coverage were as follows :



	General Insurance Claim Ratios by Type of Coverage
	All Coverages		Commercial Automobile (mostly trucking)		Workers' Compen-sation		Financial Indemnity		Inland Marine and Property		General Liability		Other
Years Ended
December 31:
2011	69.2	%	71.9	%	72.3	%	39.2	%	70.4	%	64.6	%	62.8	%
2012	73.0		75.3		78.6		29.6		71.6		63.8		65.6
2013	73.6		76.1		79.6		21.4		59.6		78.5		67.8
Quarters Ended
March 31:
2013	71.9		79.0		77.0		38.3		62.0		63.9		66.7
2014	72.7	%	75.0	%	80.9	%	35.6	%	59.6	%	74.8	%	66.7	%

The overall general insurance claims ratio shows a gradually increasing trend for the past three years. Claims ratios for the periods presented were affected by higher loss costs as workers' compensation and general liability losses continued to experience greater-than-expected severity.

During the three most recent calendar years, the general insurance group experienced favorable development of prior year loss reserves primarily due to the commercial automobile, general aviation, and the E&O/D&O (financial indemnity) lines of business; these were partially offset by unfavorable development in workers' compensation coverages and by ongoing development of asbestos and environmental ("A&E") claim reserves.

Unfavorable developments, although not material in any of the periods presented, are typically attributable to A&E claim reserves due to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, typically workers' compensation, deemed assignable to A&E category of losses. Except for a small portion that emanates from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued during the 1980's and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unrelated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as so-called survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this simplistic appraisal of an insurer's A&E loss reserve level, Old Republic's average five year survival ratios stood at 5.7 years (gross) and 7.0 years (net of reinsurance) as of March 31, 2014 and 5.5 years (gross) and 7.8 years (net of reinsurance) as of December 31, 2013. The survival ratios are presented on a pro forma basis (unaudited) as if PMA had been consolidated with ORI for all periods presented. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. Incurred net losses for A&E claims have averaged .3% of general insurance group net incurred losses for the five years ended December 31, 2013.

Title insurance loss ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Claim ratios in the most recent three years have trended lower towards more historical levels as the economic downturn and stresses in the housing and related mortgage lending industries, that began in mid-year 2007, continue to slowly subside.

The RFIG Run-off mortgage guaranty claim ratios for the periods presented were affected mostly by varying mortgage guaranty claim payment trends and reserve provisions as well as captive and pool transactions. Claim costs for the first quarter 2014 and all of 2013 were lower period-over-period for the reasons discussed elsewhere within this report. 2012 and prior years' reserve provisions have been impacted by the levels of reported delinquencies emanating from the downturn in the national economy, widespread stress in housing and mortgage finance markets, and high unemployment. Trends in expected and actual claim frequency and severity have been affected to varying degrees by several factors including, but not limited to, significant declines in home prices which limit a troubled borrower's ability to sell the mortgaged property in an amount sufficient to satisfy the remaining debt obligation, more restrictive mortgage lending standards which limit a borrower's ability to refinance the loan, increases in housing supply relative to demand, historically high levels of coverage rescissions and claims denials as a result of material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and changes in claim settlement costs. The latter costs are influenced by the amount of unpaid principal outstanding on delinquent loans as well as the rising expenses of settling claims due to higher investigation costs, legal fees, and accumulated interest expenses.

Certain mortgage guaranty average claims related trends are listed below:



	Average Settled Claim Amount (a)				Reported Delinquency Ratio at End of Period				Claims Rescissions and Denials
	Traditional Primary		Bulk		Traditional Primary		Bulk		Claims Rescissions and Denials
Years Ended December 31:
2011	$	48,254	$	54,956	14.89	%	21.90	%	$	279.5
2012	46,376		53,221		14.70		21.57		262.3
2013	44,678		46,395		13.09		18.73		212.2
Quarters Ended March 31:
2013	44,863		48,502		13.76		20.70		61.2
2014	$	45,370	$	44,206	12.04	%	18.42	%	$	29.5

__________


(a)	Amounts are in whole dollars.



			Traditional Primary Delinquency Ratios for Top Ten States (b):
	TX		FL		GA		IL		CA		NC		PA		OH		NJ		VA
As of December 31:
2011	8.4	%	32.2	%	15.4	%	20.6	%	17.1	%	12.2	%	12.1	%	15.4	%	23.5	%	11.5	%
2012	7.9		31.6		13.7		20.8		14.1		11.2		13.9		15.6		26.6		10.8
2013	8.0		25.9		11.2		16.6		9.6		10.3		14.1		14.3		26.3		9.2
As of March 31:
2013	7.1		30.1		12.5		19.2		12.7		10.4		13.3		14.2		25.8		9.9
2014	7.3	%	24.2	%	9.9	%	15.1	%	9.1	%	9.3	%	13.4	%	13.0	%	25.6	%	8.6	%



			Bulk Delinquency Ratios for Top Ten States (b):
	TX		FL		GA		IL		CA		AZ		PA		OH		NJ		NY
As of December 31:
2011	14.1	%	34.0	%	19.5	%	26.3	%	21.8	%	19.7	%	20.1	%	19.1	%	28.2	%	23.0	%
2012	13.7		34.2		17.9		27.2		17.6		15.3		21.4		19.5		32.5		25.5
2013	12.6		28.8		14.2		21.4		13.2		12.9		19.9		16.8		31.1		23.8
As of March 31:
2013	13.8		32.5		15.4		25.8		16.2		14.8		19.8		18.9		32.2		25.4
2014	11.8	%	27.5	%	14.2	%	20.4	%	13.6	%	11.3	%	19.0	%	15.6	%	32.2	%	26.2	%



	Total Delinquency Ratios for Top Ten States (includes "other" business) (b):
	TX		FL		GA		IL		CA		NC		PA		OH		NJ		NY
As of December 31:
2011	8.8	%	31.6	%	15.4	%	20.5	%	18.1	%	11.7	%	12.7	%	15.7	%	24.0	%	19.0	%
2012	8.4		31.3		13.8		21.3		15.2		11.1		14.5		16.0		27.4		23.0
2013	8.4		26.4		11.5		17.0		10.7		10.8		14.6		14.6		27.1		22.8
As of March 31:
2013	7.6		29.8		12.5		19.7		13.8		10.4		13.8		14.7		26.7		23.0
2014	7.7	%	24.8	%	10.3	%	15.5	%	10.5	%	9.8	%	13.9	%	13.3	%	26.6	%	23.0	%

__________


(b)	As determined by risk in force as of March 31, 2014, these 10 states represent approximately 50.7%, 59.1%, and 51.0%, of traditional primary, bulk, and total risk in force, respectively.

The following table shows CCI claims related trends for the periods shown:



									Reported Delinquency Ratio at End of Period		Claim Rescissions and Denials
	CCI Claim Costs
	Paid				Incurred
	Amount		Ratio (a)		Amount		Ratio (a)
Years Ended
December 31:
2011	$	111.8	191.7	%	$	102.9	176.5	%	4.4	%	$	166.1
2012	73.8		173.9		112.8		265.7		3.9		98.1
2013	48.5		162.9		44.5		149.4		2.6		54.4
Quarters Ended
March 31:
2013	14.3		182.3		15.1		192.6		3.8		17.4
2014	$	8.0	117.0	%	$	23.4	343.0	%	2.5	%	$	8.5

__________

(a)

Percent of net CCI earned premiums. CCI claims ratios include only those costs actually or expected to be paid by the Company and exclude claims not paid by virtue of coverage rescissions and claims denials as well as unsubstantiated claim submissions. Certain claim rescissions and denials may from time to time become the subject of disagreements between the Company and certain individual insureds. Possible future reversals of such rescissions and denials, however, may not necessarily affect the adequacy of previously established claim reserve levels nor fully impact operating results. These effects could be fully or partially negated by the imposition of additional retrospective premiums and/or the limiting effects of maximum policy limits.

Reinsurance Programs

To maintain premium production within its capacity and limit maximum losses and risks for which it might become liable under its policies, Old Republic may cede a portion or all of its premiums and liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Further discussion of the Company's reinsurance programs can be found in Part 1 of the Company's 2013 Annual Report on Form 10-K.

Expenses: Underwriting Acquisition and Other Expenses

The following table sets forth the expense ratios registered by each major business segment and in consolidation for the periods shown:



	General		Title		RFIG Run-off		Consolidated
Years Ended December 31:
2011	25.2	%	91.2	%	22.1	%	47.5	%
2012	25.7		89.6		10.4		48.5
2013	23.7		88.0		8.1		49.2
Quarters Ended March 31:
2013	24.5		89.5		7.1		49.1
2014	23.5	%	94.0	%	12.1	%	47.7	%

Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and attendant costs of producing business in the Company's three largest business segments. To a significant degree, expense ratios for both the general and title insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income. Moreover, general operating expenses can contract or expand in differing proportions due to varying levels of operating efficiencies and expense management opportunities in the face of changing market conditions. The general insurance expense ratio for 2012 was impacted by a charge related to previously deferred acquisition costs stemming from new accounting guidance issued by the FASB. The title insurance expense ratio for the current period increased as operating expenses were down by a somewhat lower percentage than the corresponding reduction in revenues. The 2011 RFIG Run-off expense ratio reflects an accrual of employment severance and similar costs, and the elimination of previously deferred acquisition costs. The lower 2012 and 2013 operating expense ratios reflect ongoing cost control geared to a run-off operation. The rise during this year's first quarter is principally due to the greater expenses incurred for the now-terminated recapitalization initiative.

Expenses: Total

The composite ratios of the above summarized net claims, benefits and underwriting expenses that reflect the sum total of all the factors enumerated above have been as follows:



	General		Title		RFIG Run-off		Consolidated
Years Ended December 31:
2011	94.4	%	99.0	%	252.6	%	115.8	%
2012	98.7		96.8		232.2		110.4
2013	97.3		94.7		76.9		95.0
Quarters Ended March 31:
2013	96.4		96.4		133.5		99.2
2014	96.2	%	100.1	%	82.8	%	97.1	%

Expenses: Income Taxes

The effective consolidated income tax rates (credits) were 34.5% and 33.5% in the first quarter of 2014 and 2013, respectively. The rates for each period reflect primarily the varying proportions of pretax operating income (loss) derived from partially tax sheltered investment income (principally state and municipal tax-exempt interest), the combination of fully taxable investment income, realized investment gains or losses, underwriting and service income, and judgments about the recoverability of deferred tax assets.

OTHER INFORMATION

Reference is here made to "Information About Segments of Business" appearing elsewhere herein.

Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results.

Some of the oral or written statements made in the Company's reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Of necessity, any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's General Insurance segment, its results can be affected, in particular, by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors, the levels of interest and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work-related injuries, and unanticipated external events. RFIG Run-off and Title Insurance results can be affected by similar factors and by changes in national and regional housing demand and values, the availability and cost of mortgage loans, employment trends, and default rates on mortgage loans. RFIG Run-off results, in particular, may also be affected by various mortgage guaranty risk-sharing arrangements with business producers, as well as the risk management and pricing policies of government sponsored enterprises. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, variations in mortality and health trends, and changes in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income on temporary holdings of short-term investments, and period-to-period variations in the costs of administering the Company's widespread operations.

A more detailed listing and discussion of the risks and other factors which affect the Company's risk-taking insurance business are included in Part I, Item 1A - Risk Factors, of the Company's 2013 Annual Report to the Securities and Exchange Commission, which Item is specifically incorporated herein by reference.

Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.

OLD REPUBLIC INTERNATIONAL CORPORATION

Item 3 - Quantitative and Qualitative Disclosure About Market Risk

Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed maturities and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.

Old Republic's market risk exposures at March 31, 2014, have not materially changed from those identified in the Company's 2013 Annual Report on Form 10-K.

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's principal executive officer and its principal accounting officer have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective for the above referenced evaluation period.

Changes in Internal Control

During the three month period ended March 31, 2014, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OLD REPUBLIC INTERNATIONAL CORPORATION

FORM 10-Q

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The information contained in Note 6 "Commitments and Contingent Liabilities" of the Notes to Consolidated Financial Statements filed as Part 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A - Risk Factors

There have been no material changes with respect to the risk factors disclosed in the Company's 2013 Annual report on Form 10-K.

Item 6 - Exhibits

(a) Exhibits



10 (a)			Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan.

31.1			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
			adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
			adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18,
			United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18,
			United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

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.



		Old Republic International Corporation
		(Registrant)
Date:	May 7, 2014

		/s/ Karl W. Mueller

		Karl W. Mueller Senior Vice President, Chief Financial Officer, and Principal Accounting Officer

EXHIBIT INDEX



Exhibit
No.			Description

10 (a)			Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan.

31.1			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
			adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
			adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18,
			United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18,
			United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.