Item 2.02. Results of Operations and Financial Condition

On November 3, 2009, Old Republic International Corporation (the "Registrant") announced that it would file its third quarter 2009 Form 10-Q by the due date, though its registered public accounting firm, PricewaterhouseCoopers LLP ("PwC") had informed the Registrant that PwC was unable to complete its review of the Registrant's consolidated financial statements in accordance with Statement of Auditing Standards No. 100, Interim Financial Information ("SAS 100"), as required by Rule 10-01(d) of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, due to a disagreement with the Registrant's treatment of certain third quarter 2009 reinsurance transactions consummated by the Registrant's Mortgage Guaranty Group. The transactions and the financial statement treatment afforded them were disclosed in the Registrant's earnings release dated October 22, 2009.

The full text of the Registrant's announcement is included as Exhibit 99.1 hereto.