f11krmic.htm




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 11-K

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[ X ]
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
 
For the Fiscal Year Ended December 31, 2010
   
or
   
 
[    ]
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of
 
1934
   
 
For the transition period from _______________ to _______________
   
 
Commission File Number: 001-10607

 
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THE REPUBLIC MORTGAGE INSURANCE COMPANY AND
AFFILIATED COMPANIES PROFIT SHARING PLAN

-------------


OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601















Total Pages: 18
 
 
 

 





SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Administration Committee has duly caused this Annual Report to be signed on behalf of the undersigned, thereunto duly authorized.


     
THE REPUBLIC MORTGAGE INSURANCE COMPANY AND
AFFILIATED COMPANIES PROFIT SHARING PLAN
       
     
(Registrant)
         
     
By:
  /s/ John Gerke
       
John E. Gerke, Plan Administrator
         
         
     
By:
  /s/ Donnal W. Ball
       
Donna W. Ball, HR Benefits Analyst




Date: June 9, 2011



 
 

 
 

 

The Republic Mortgage Insurance Company
And Affiliated Companies
Profit Sharing Plan
Financial Statements and Supplemental
Schedule
December 31, 2010 and 2009
 
 
 
 
 
 
 
 
 
 
 



 
 

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Index
December 31, 2010 and 2009


 
 
Page(s)
   
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements
 
   
Statements of Net Assets Available for Benefits
 
December 31, 2010 and 2009
2
   
Statement of Changes in Net Assets Available for Benefits
 
Year Ended December 31, 2010
3
   
Notes to Financial Statements
4 - 12
   
Supplemental Schedule
 
   
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
 
December 31, 2010
13
   

 
 
 
 
 
 
 
 
 

 

 
 

 



Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan


We have audited the accompanying statements of net assets available for benefits of the Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan (the “Plan”) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.   The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we expressed no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.


/s/ Mayer Hoffman McCann P.C.
 
Minneapolis, Minnesota
June 27, 2011
 

 
 

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009

 

             
2010
 
2009
                   
Assets
     
Investments, at fair value:
     
 
Cash and cash equivalents
$464,893
 
$371,905
 
Insurance company pooled separate accounts
22,943,314
 
20,005,113
 
Insurance Company Guaranteed Investment Account
25,619,731
 
24,796,336
 
Old Republic International Corporation common stock fund
4,336,163
 
3,193,383
         
Total investments
53,364,101
 
48,366,737
                   
Receivables
     
 
Employer contributions
767,263
 
786,739
 
Notes receivable from participants
695,156
 
768,277
         
 Total receivables
1,462,419
 
1,555,016
                   
Liabilities
     
 
Other Liabilities
-
 
124,661
         
 Total Liabilities
-
 
124,661
                   
         
Net assets reflecting all investments at fair value
54,826,520
 
49,797,092
                   
Adjustment from fair value to contract value for
     
   Insurance Company Guaranteed Investment Account, a fully
     
    benefit responsive investment contract
(2,706,304)
 
(1,989,865)
                   
Net Assets Available for Benefits
$52,120,216
 
$47,807,227
 
 
 
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
 
 
2

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010

 


Additions to net assets attributed to
   
Investment income
   
 
Net appreciation in fair value of pooled separate account investments
 
$3,070,737
 
Dividends and net depreciation in fair value of the Old Republic
   
 
International Corporation common stock fund
 
 1,362,002
 
Interest, guaranteed investment account
 
774,381
 
Investment income
 
5,207,120
       
 
Interest income on notes receivable from participants
 
31,964
     
Contributions
   
 
Employer
 
767,263
 
Participants
 
672,895
 
Rollovers
 
54
 
Other
 
57
 
Total contributions
 
1,440,269
       
 
Total additions
 
6,679,353
     
Deductions from net assets attributed to
   
Benefits and withdrawals
 
2,363,714
Administrative expenses
 
2,650
 
Total deductions
 
2,366,364
 
Net increase
 
4,312,989
     
Net assets available for benefits
   
Beginning of year
 
47,807,227
End of year
 
$52,120,216


 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these financial statements.
 
 
3

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
1.  
Description of Plan
 
The following description of The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan (the “Plan”) is provided for general information purposes only.  Participants should refer to the Summary Plan Description or the Plan document for more complete information.
 
The Plan is a qualified defined contribution plan covering all employees of Republic Mortgage Insurance Company, RMIC Corporation, and Republic Mortgage Insurance Company of North Carolina (the “Sponsor”).  Employees are eligible to participate in the Plan at the start of their employment and must elect to enroll in the plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and Internal Revenue Code (IRC).
 
Contributions
The Sponsor makes contributions to the Plan at the discretion of the Sponsor’s Board of Directors at a sum determined by the Board without regard to current and accumulated profits for the taxable year, for years ending with or within such Plan year.  Contributions are allocated to eligible participants based on the participant’s eligible compensation to total eligible compensation of all eligible participants.
 
Participants may contribute up to 25% of their compensation pre-tax and 25% after-tax for a combined maximum of 50% of compensation during any Plan year.
 
Participants may also make rollover contributions into the Plan from distributions from other qualified plans, as defined in the Plan.
 
Contributions are subject to certain limitations as prescribed by the Internal Revenue Service with contributions in excess of IRC limits returned to participants or company when determined. There were no excess contributions to be returned to participants based on qualification testing for the years ended December 31, 2010 and 2009, respectively.
 
Vesting
Participant account balances provided by Sponsor contributions and related allocated Plan earnings become 40% vested after one year of service.  Vesting percentages increase by 10% for each of the next four years with full vesting after six years of service.
 
Participant account balances provided by participant contributions and allocated Plan earnings are always fully vested.
 
Participant Accounts
A separate account balance is maintained for each participant and is credited with participant contributions, participant rollover contributions from other qualified plans, and allocations of Sponsor contributions, Plan earnings, and forfeitures of terminated participants’ non vested accounts.  Allocations of Plan earnings are based on participants’ daily account balances.  Sponsor contributions and forfeitures of non vested accounts are allocated based on eligible annual compensation of participants.  The benefit to which a participant is entitled is the participant’s vested account.
 
 
 
 
 
 
 
 
4

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
Participants direct the investment of their account by electing among a variety of investment options offered by the Plan.  Participants may change their investment designation with respect to their account balance and future contributions at any time.

Forfeitures
If a participant terminates employment with the Sponsor prior to becoming fully vested, the non vested portion of the Sponsor contributions and allocated earnings thereon are forfeited and are reallocated to eligible participants when the terminated participant incurs a break-in-service.  Forfeited amounts are reallocated to the active eligible participants based on eligible participant compensation, as defined in the Plan agreement.  Unallocated forfeitures totaled $54,925 and $180,601 at December 31, 2010 and 2009, respectively. Of the December 31, 2010 total, $54,883 will be allocated in 2011.

Payment of Benefits
In the event of retirement, disability, or death, accumulated benefits become vested and are distributed to participants or designated beneficiaries by lump-sum payment or through various annuity options.
 
In the event of termination of employment, participants have the option of receiving vested accumulated benefits through lump-sum distributions, leaving the vested value of their accounts in the Plan until retirement or transferring amounts into an individual retirement account.
 
Participants may withdraw after-tax voluntary contributions at any time.  Participants may withdraw pre-tax voluntary contributions at age 59½ or for financial hardship purposes.
 
Participants may elect to take early withdrawals of employer contributions if they have participated in the Plan for at least five years and in-service distributions after attaining age 59½.  Such early withdrawals will not result in suspension of Sponsor contribution allocations.
 
Net assets at December 31, 2010 and 2009, included funds totaling $11,897,883 and $10,068,051, respectively, which represent the account balance of retired and terminated participants who have elected to leave their funds in the Plan upon retirement or termination.
 
Notes Receivable from Participants
Participants may borrow a minimum of $1,000 from their accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance.  Participants may have no more than two loans outstanding at one time.  Loans plus interest must be repaid within five years through payroll deductions.  These loans bear interest at the prevailing prime rate at the loan inception date.  The loans are collateralized by the vested balance in the participant’s account.  Outstanding loans of terminated participants are repaid prior to distribution of the participant’s account balance or the outstanding loans are repaid from the participant’s account balance before distribution.
 
2.  
Summary of Significant Accounting Policies
 
Basis of Accounting
The Plan prepares its financial statements under accounting principles generally accepted in the United States.
 
Investment Valuation and Income Recognition
Investment contracts held by a defined contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.  The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
 
 
 
 
 
5

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
Net appreciation (depreciation) in fair value of investments includes unrealized and realized gains and losses.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Purchases and sales of securities are recorded on a trade-date basis.
 
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest.  Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
 
Unit Values
Individual participant accounts for the pooled separate accounts are maintained on a unit value basis.  Participants do not have beneficial ownership in the specific underlying securities or other assets in the funds, but do have an interest therein represented by units valued daily.  The funds earn dividends and interest which are automatically reinvested in additional units.  Generally, contributions to and withdrawals from each fund are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.

Benefits and Withdrawals
Benefits and withdrawals are recorded when paid.  At December 31, 2010 and 2009, there were no significant amounts due but unpaid to participants.
 
Income Tax Status
The Plan obtained its latest determination letter on May 11, 2009, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.  The Plan has been amended since receiving the determination letter.  However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.   Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
Plan Expenses
Costs of administering the Plan are paid by the Sponsor except for investment management fees of individual fund investments which are charged to the respective investment and included in the net appreciation (depreciation) of the investment.  Participating loan processing fees are charged as a reduction to the respective participant accounts.
 
Use of Estimates
The presentation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.
 
Subsequent Events Policy
Subsequent events have been evaluated through the date the financial statements were issued.
 
 
 
 
 
 
6

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
New Accounting Pronouncements
The following new accounting pronouncements were adopted during the year ended December 31, 2010.
 
Fair Value Disclosures
In January 2010, the FASB issued guidance which expanded the required disclosures about fair value measurements.  In particular, this guidance requires (1) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such transfers, (ii) information about purchases, sales, issuances, and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (iii) fair value measurement disclosures for each class of assets and liabilities and (iv) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3.  This guidance is effective for annual reporting periods beginning after December 15, 2009 except for (ii) above which is effective for fiscal years beginning after December 15, 2010.  Net assets available for benefits and changes in net assets available for benefits of Plan were not affected by the adoption of the new guidance.
 
Notes Receivable from Participants
In September 2010, the FASB issued guidance clarifying the classification and measurement of participant loans by defined contribution pension plans.  Participant loans are required to be classified as notes receivable from participants (rather than investments) and measured at their unpaid principal balance, plus any accrued but unpaid interest.  The guidance, which must be applied retrospectively, is effective for fiscal years after December 15, 2010 with early adoption permitted.  The Plan adopted this guidance in its December 31, 2010 financial statements and has reclassified participant loans at December 31, 2009 from investments to notes receivable from participants.  Additionally, interest income on notes receivable from participants has been reclassified from interest income for the year ended December 31, 2009.  Net assets available for benefits of the Plan were not affected by the adoption of the new guidance.
 
Reclassification
Certain items from the 2009 financial statements have been reclassified to conform with the 2010 presentation.
 
3.  
Investments
 
The Plan is invested in a group annuity contract with the Massachusetts Mutual Life Insurance Company (the “Trustee”).  The contract allows for a participant-directed investment program in pooled separate accounts sponsored by the Trustee.  Investment options include fixed income, asset allocation, domestic equity, and international equity subaccount options and a guaranteed investment account.  In addition to the investment options offered through the Trustee, participants may also invest in common stock of the Sponsor’s parent, ORI.
 
                Summary of Investments
The following is a summary of investments held at December 31, 2010 and 2009.
 
 
 
 
 
7

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 

 
               
2010
   
2009
 
Investments at fair value
           
Insurance company pooled separate accounts:
           
   
Select Large Cap Value (Davis)
 
$3,335,173
 *
 
$3,081,300
 *
   
Select Indexed Equity (Northern Trust)
 
2,600,296
 *
 
2,335,742
 *
   
Other pooled separate accounts
 
17,007,845
   
14,588,071
 
               
22,943,314
   
20,005,113
 
                         
Insurance Company Guaranteed Investment Account (a)
 
25,619,731
 *
 
24,796,336
 *
                         
Old Republic International Corporation (ORI) Common Stock Fund
 
4,336,163
 *
 
3,193,383
 *
             
 Cash and Cash Equivalents         464,893      371,905   
                         
               
$53,364,101
   
$48,366,737
 
                         
*Exceeds 5% of net Plan assets at December 31, 2010 and 2009.
           
             
 (a)  The contract value of the insurance company guaranteed investment account was $22,913,427 and $22,806,471 at December 31, 2010 and 2009, respectively.
 
 
                During 2010, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
 
Insurance Company Pooled Separate Accounts
   
$3,070,737
ORI Common Stock Fund
   
1,141,800
                         
                       
$4,212,537
                         

                Fair Value Measurements
The Plan’s investments are stated at fair value in the accompanying statements of net assets available for benefits. Fair value is defined as the price that would 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 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).
 
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
The valuation methodologies used for assets measured at fair value are discussed further in Note 2.  There have been no changes in the methodologies used at December 31, 2010 and 2009.
 
 
Level 1
Securities include publicly traded common stocks and cash and cash equivalents.
 
 
Level 2
Securities include pooled separate accounts.
 
 
Level 3
Securities include guaranteed investment contracts.
 
 
 
 
 
 
8

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
The following table shows a summary of assets measured at fair value segregated among the various input levels described above:
 
   
Fair value measurements as of December 31, 2010:
                 
   
Level 1
 
Level 2
 
Level 3
 
Total
                 
Old Republic International
               
    Corporation common
               
    stock fund
 
$4,336,163
 
-
 
-
 
$4,336,163
                 
Pooled Separate Accounts:
               
                 
    Asset Allocation/Lifestyle Funds
 
-
 
$ 3,477,159
 
-
 
3,477,159
                 
    Blend Funds
 
-
 
 2,091,768
 
-
 
2,091,768
                 
    Bond Funds
 
-
 
 2,610,140
 
-
 
2,610,140
                 
    Growth Funds
 
-
 
 3,539,953
 
-
 
3,539,953
                 
    Index Funds
 
-
 
 2,600,296
 
-
 
2,600,296
                 
    International Funds
 
-
 
 3,276,172
 
-
 
3,276,172
                 
    Value Funds
 
-
 
 5,347,826
 
-
 
5,347,826
                 
Total Pooled Separate Accounts
     
 22,943,314
     
 22,943,314
                 
Cash and cash equivalents
 
 464,893
 
 -
 
-
 
464,893
                 
Guaranteed Investment Account
 
-
 
-
 
$25,619,731
 
25,619,731
                 
Total assets at fair value
 
$4,801,056
 
$22,943,314
 
$25,619,731
 
$53,364,101
 
 
 
 
 
 
 
 
 
 
 

 
9

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
   
Fair value measurements as of December 31, 2009:
                 
   
Level 1
 
Level 2
 
Level 3
 
Total
                 
Old Republic International
               
    Corporation common
               
    stock fund
 
$3,193,383
 
-
 
-
 
$3,193,383
                 
Pooled Separate Accounts:
               
                 
    Asset Allocation/Lifestyle Funds
 
-
 
 $2,897,086
 
-
 
2,897,086
                 
    Blend Funds
 
-
 
 1,888,261
 
-
 
1,888,261
                 
    Bond Funds
 
-
 
 2,467,628
 
-
 
2,467,628
                 
    Growth Funds
 
-
 
 2,952,484
 
-
 
2,952,484
                 
    Index Funds
 
-
 
 2,335,742
 
-
 
2,335,742
                 
    International Funds
 
-
 
 2,874,876
 
-
 
2,874,876
                 
    Value Funds
 
-
 
 4,589,036
 
-
 
4,589,036
                 
Total Pooled Separate Accounts
     
 20,005,113
     
 20,005,113
                 
Cash and cash equivalents
 
 371,905
 
 -
 
-
 
371,905
                 
Guaranteed Investment Account
 
-
 
-
 
 $24,796,336
 
 24,796,336
                 
Total assets at fair value
 
$3,565,288
 
$20,005,113
 
$24,796,336
 
$48,366,737

 
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2010:
 
   
Guaranteed Investment Account
     
Balance, beginning of year
 
$24,796,336
     
Interest income
 
774,381
     
Contract to fair value adjustment
 
716,440
     
Purchases, sales, issuances and settlements (net)
 
(667,426)
     
Balance, end of year
 
$25,619,731


 
10

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 

                Guaranteed Investment Account
The Plan holds an investment contract with Massachusetts Mutual Life Insurance Company.  Massachusetts Mutual Life Insurance Company maintains the contributions in a general investment account.  The account is credited with earnings at the guaranteed crediting interest rates in affect for the six month period beginning April 1 and October 1 and is charged for participant withdrawals and administrative expenses.  The guaranteed interest rates at April 1, 2010 and October 1, 2010 were 3.5% and 3.5%, respectively, and 3.7% and 3.55% at April 1, 2009 and October 1, 2009, respectively.  The guaranteed investment account issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
 
As described in Note 2, because the guaranteed investment account is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment account.  Contact value, as reported to the Plan by the Trustee, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
 
There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The crediting interest rate is based on an interest rate agreed upon with the issuer, but it may not be less than three percent.  Such interest rates are reviewed on a semiannual basis (April 1 and October 1) for resetting.
 
Certain events limit the ability of the Plan to transact at contract value with the issuer.  Such events include the following:  (1) amendments to the plan documents (including complete or partial plan termination or merger with another plan), (2) changes to plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the plan,  or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under Employee Retirement Income Security Act of 1974.  The Plan administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
 
The guaranteed investment account does not permit the insurance company to terminate the agreement prior to the scheduled maturity date.
 
Average Yields:
2010
2009
Based on actual earnings
3.07%
3.56%
Based on interest rate credited to participants
3.07%
3.56%

 
4.  
Party in Interest Transactions
 
The Old Republic common stock fund consists of Old Republic International Corporation common stock, the parent of the company.
 
Certain Plan investments are pooled separate accounts and a guaranteed investment account sponsored by Massachusetts Mutual Life Insurance Company.  Massachusetts Mutual Life Insurance Company is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.  Fees paid by the Sponsor on behalf of the Plan for the investment management services amounted to $3,620 for the year ended December 31, 2010.
 
 
 
 
 
11

 
The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements

 
 
 
5.  
Plan Termination
 
Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become fully vested in their employer accounts.
 
6.  
Risks and Uncertainties
 
The Plan offers investments in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risk.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
12

 
 
 
 
 
 
 
 

 
Supplemental Schedule
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 
Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
December 31, 2010
EIN:  56-1031043
Plan Number: 001

 
 
 
(a)
 
(b)
           
(c)
 
(d)
 
(e)
 
Identity of Issue,
           
 
Borower, Lessor,
 
Description of Investment Including
     
Current
 
or Similar Party
 
Number of Units and Rate of Interest
 
Cost**
 
Value
                           
               
Pooled Separate Accounts
       
*
Mass Mutual
   
Dow Jones Target 2015 (Wells Fargo)
     
$274,374
*
Mass Mutual
   
Dow Jones Target 2025 (Wells Fargo)
     
1,513,360
*
Mass Mutual
   
Dow Jones Target 2035 (Wells Fargo)
     
1,430,251
*
Mass Mutual
   
Dow Jones Target 2045 (Wells Fargo)
     
171,866
*
Mass Mutual
   
Dow Jones Today (Wells Fargo)
     
87,308
*
Mass Mutual
   
Growth America (American)
     
220,533
*
Mass Mutual
   
International New Discovery (MFS)
     
1,321,123
*
Mass Mutual
   
Mid Cap Core Equity (Invesco)
     
66,289
*
Mass Mutual
   
Mid Cap Value (Perkins)
     
53,671
*
Mass Mutual
   
NFJ Small Cap Val (Allianz)
     
201,939
*
Mass Mutual
   
Premier Capital Appreciation (OFI)
     
304,403
*
Mass Mutual
   
Premier Disciplined Growth Growth (Babson)
     
143,350
*
Mass Mutual
   
Premier Disciplined Value (Babson)
     
22,201
*
Mass Mutual
   
Premier Inflation Protection Bond (Babson)
     
560,844
*
Mass Mutual
   
Premier Small Co Opportunity II (OFI Instl)
     
2,025,479
*
Mass Mutual
   
Select Growth Opportunities (Sands/Delaware)
     
646,691
*
Mass Mutual
   
Select Focused Value (Harris/C&B)
     
1,506,548
*
Mass Mutual
   
Select Indexed Equity (Northern Trust)
     
2,600,296
*
Mass Mutual
   
Select Large Cap Value (Davis)
     
3,335,173
*
Mass Mutual
   
Select Mid Cap Growth II (TRP/Frontier)
     
859,971
*
Mass Mutual
   
Select Mid Cap Value (NFJ/Systmc)
     
228,294
*
Mass Mutual
   
Select Overseas (MFS/Harris)
     
1,955,049
*
Mass Mutual
   
Select Small Cap Grwth Equity (W&R/Wellington)
     
1,365,005
*
Mass Mutual
   
Select Strategic Bond (Western)
     
1,405,626
*
Mass Mutual
   
Total Return (PIMCO)
     
643,670
                         
22,943,314
               
Guaranteed Investment Account at Fair Value
       
*
Mass Mutual
   
Guaranteed Investment Account
     
25,619,731
                           
               
Old Republic International Corporation
       
*
Stock Account
 
Old Republic International Corporations (ORI)
       
                 
  Common Stock Fund
     
4,336,163
*
Mass Mutual
   
Cash and Cash Equivalents
     
464,893
                           
*
Participants loans receivable
 
Interest rates of 3.25% to 8.25%
       
                 
maturity through November 15, 2015
 
$0
 
695,156
                         
$54,059,257
                           
                           
*    Indicates an asset which is a party-in-interest to the Plan.
       
                           
**  Cost information may be omitted as Plan assets are participant directed.
       

 
13